Common use of Hotel Covenants Clause in Contracts

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower shall cause the hotel located on the Property owned by such Borrower to be operated in all material respects pursuant to the Franchise Agreement applicable to such Borrower’s Property. (b) Such Borrower shall: (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, all things necessary to preserve and to keep unimpaired the material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the Franchise Agreement applicable to such Borrower’s Property of which it is aware; (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement applicable to such Borrower’s Property. (c) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any Property, such Borrower shall deliver to Lender within sixty (60) days following the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower shall cause Owner to cause the hotel located on the each Individual Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Borrower shall: shall cause Owner to (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee Owner under the each Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the any Franchise Agreement applicable to such Borrower’s Property of which it is aware; and (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the each Franchisor under the each Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any PropertyExcept as expressly set forth in Section 4.34(d) below, such Borrower shall deliver not, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) permit Owner to Lender within sixty (601) days following surrender, terminate or cancel any Franchise Agreement; provided, however, that the execution expiration of such the Franchise Agreement Agreements for the Individual Properties identified on Schedule XVII that have an expiration date which precedes the Third Extended Maturity Date (“Expiring Franchise Agreements”) in accordance with their terms shall not constitute a comfort letter from breach of this covenant (provided that the Franchisor preceding proviso shall not limit Borrower’s obligation to cause Owner to renew or reflag the same in accordance with the immediately succeeding sentence); (2) reduce the term of any Franchise Agreement; (3) increase the amount of any charges under such any Franchise Agreement; or (4) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement in which such Franchisor a manner adverse to Borrower or Lender. With respect to Expiring Franchise Agreements, Borrower shall agree: permit Owner, if Owner does not obtain a new agreement or an amendment to the related Franchise Agreement extending the term thereof for the continued operation of the related Individual Property under its current brand, within ninety (i90) that Lender shall have days after the right, but not the obligation, to cure any defaults under expiration of such Franchise Agreement, (ii) to give Lender written notice reflag such Individual Property under a replacement Franchise Agreement in accordance with, and satisfying the requirements of, Section 4.34(d), and a reasonable time until such reflagging is completed, Borrower may permit Owner to cure, any default of operate such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have Individual Property on an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”unflagged basis.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower shall cause the hotel located on the each Individual Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Borrower shall: shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the each Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the any Franchise Agreement applicable to such Borrower’s Property of which it is aware; and (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the each Franchisor under the each Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any PropertyExcept as expressly set forth in Section 4.34(d) below, such Borrower shall deliver not, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) (1) surrender, terminate or cancel any Franchise Agreement; provided, however, that the expiration of the Franchise Agreements for the Individual Properties identified on Schedule XVII that have an expiration date which precedes the Third Extended Maturity Date (“Expiring Franchise Agreements”) in accordance with their terms shall not constitute a breach of this covenant (provided that the preceding proviso shall not limit Borrower’s obligation to Lender within sixty renew or reflag the same in accordance with the immediately succeeding sentence); (602) days following reduce the execution term of such any Franchise Agreement a comfort letter from Agreement; (3) increase the Franchisor amount of any charges under such any Franchise Agreement; or (4) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement in which such Franchisor shall agree: a manner adverse to Borrower or Lender. With respect to Expiring Franchise Agreements, Borrower shall, if it does not obtain a new agreement or an amendment to the related Franchise Agreement extending the term thereof for the continued operation of the related Individual Property under its current brand, within ninety (i90) that Lender shall have days after the right, but not the obligation, to cure any defaults under expiration of such Franchise Agreement, (ii) to give Lender written notice reflag such Individual Property under a replacement Franchise Agreement in accordance with, and satisfying the requirements of, Section 4.34(d), and a reasonable time to cureuntil such reflagging is completed, any default of Borrower may operate such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have Individual Property on an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”unflagged basis.

Hotel Covenants. Each (a) Borrower further covenants and/or Operating Lessee may enter into any Franchise Agreement with any Qualified Franchisor or another franchisor approved by Lender, provided that (i) Lender has approved the form of Franchise Agreement, which approval shall not be unreasonably withheld, (ii) Lender’s receipt of a comfort letter from the franchisor in form and agrees substance reasonably acceptable to Lender and (ii) if the franchisor is not a Qualified Franchisor, after the occurrence of a Secondary Market Transaction, receipt by Lender of a Rating Agency Confirmation from each applicable Rating Agency. (b) If Borrower or Operating Lessee enters into any such Franchise Agreement in accordance with Lender as followsthis Agreement: (ai) Such Each of Borrower and Operating Lessee shall cause the hotel located on the Property owned by such Borrower to be operated in all material respects pursuant to the Franchise Agreement applicable to such Borrower’s PropertyAgreement. (bii) Such Each of Borrower shall: and Operating Lessee shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the Franchise Agreement applicable to such Borrower’s Property of which it is aware; (iii) promptly deliver, or cause Operating Lessee to promptly deliver, deliver to Lender a copy of each financial statement, business plan, FF&E/capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s PropertyAgreement; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor franchisor under the Franchise Agreement applicable to such Borrower’s PropertyAgreement. (ciii) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any PropertyAgreement, such Borrower Lender shall deliver to Lender receive within sixty thirty (6030) days following the execution of such Franchise Agreement a comfort letter from the Franchisor under such franchisor in form and substance reasonably satisfactory to Lender and after a Securitization, satisfactory to the Rating Agencies. (iv) If any property improvement plans are issued in connection with the execution of any Franchise Agreement or during the term of any Franchise Agreement (any such plan, a “PIP”), Borrower shall deposit into the PIP Reserve Account, the total amount required to complete such PIP (“PIP Costs”) and such funds (the “PIP Funds”) shall be disbursed and applied in accordance with Section 6.5.2 hereof; provided, however, that Guarantor may deliver to Lender a guaranty pursuant to which Guarantor guarantees PIP Costs in an amount up to five percent (5%) of the Outstanding Principal Balance (the “PIP Guaranty Amount”) and, in such Franchisor case, Borrower shall agreebe required to deposit an amount equal to the PIP Costs less the PIP Guaranty Amount into the PIP Reserve Account pursuant to this Section 4.34(b)(iv). (v) Neither Borrower nor Operating Lessee shall, without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed provided no Event of Default is continuing, (i) surrender, terminate or cancel the Franchise Agreement; (ii) reduce or consent to the reduction of the term of the Franchise Agreement; (iii) increase or consent to the increase of the amount of any charges under the Franchise Agreement; or (iv) otherwise materially and adversely modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, the Franchise Agreement. (c) Without in any way limiting the covenants set forth in the Loan Documents, Borrower and Operating Lessee shall: (i) that Lender cause the hotel located on the Property to be operated, repaired and maintained as a well-maintained “first-class hotel” which shall have mean a hotel providing amenities, services and facilities substantially equivalent or superior to hotels of similar average room rate and targeted market segment from time to time operating in the rightsame or comparable geographic area of the Property, but not taking into consideration the obligation, to cure any defaults under such Franchise Agreement, age and location of the hotel located on the Property and (ii) maintain Inventory in amounts sufficient to give Lender written notice of, meet the hotel industry standard for hotels comparable to the hotel located on the Property and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers at levels sufficient for the operation of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement located on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”at full occupancy levels.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Each of Borrower and Leasehold Pledgor shall cause each of Owner and Operating Lessee to cause the hotel located on the each Individual Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Borrower shall: or Leasehold Pledgor shall cause each of Owner and Operating Lessee to (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee Owner under the each Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the any Franchise Agreement applicable to such Borrower’s Property of which it is aware; and (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the each Franchisor under the each Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If any Except as expressly set forth in Section 4.34(d) below, neither Borrower nor Leasehold Pledgor shall, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) cause or permit Owner or Operating Lessee shall enter into to (1) surrender, terminate or cancel any new Franchise Agreement; (2) reduce the term of any Franchise Agreement; (3) increase the amount of any charges under any Franchise Agreement; or amended (4) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement in a manner adverse to Borrower, Leasehold Pledgor or Lender. (d) Notwithstanding the foregoing and without limiting Borrower’s and Leasehold Pledgor’s rights under clause (c) above, from time to time after the earlier of (1) the date that is six (6) months following the Closing Date and (2) the final Securitization of the Loan, without the consent of Lender, Borrower and Leasehold Pledgor may permit Owner and Operating Lessee to elect to “reflag” one or more Individual Properties by terminating an existing Franchise Agreement as to an Individual Property and entering into a replacement Franchise Agreement as to such Individual Property; so long as (i) the Franchisor is an Approved Brand, (ii) during the term of the Loan, not more than forty-three (43) Individual Properties are replaced pursuant to this paragraph (d), (iii) Lender shall have approved the replacement Franchise Agreement (which approval shall not be unreasonably withheld, conditioned or delayed), except that such approval shall not be required if the Individual Property is operated under an Approved Brand and such replacement Franchise Agreement is (x) substantially in the same form and substance as a Franchise Agreements in effect on the Closing Date or (y) entered into on an arms’-length basis and otherwise on commercially reasonable terms, with economic terms and franchise fees comparable to then existing local market rates and otherwise approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed (provided that the requirement for such approval and any other approval requested under this subsection (d) shall be deemed to have been waived if (I) the correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower or Leasehold Pledgor is requesting the Lender’s approval of the proposed Franchise Agreement under Section 4.34(d) hereof and that Lender’s failure to respond to such request within five (5) Business Days following its receipt of such request shall result in such request being deemed granted, (C) is accompanied by a copy of the proposed replacement Franchise Agreement, the PIP and the estimated PIP Expenses associated with the PIP (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice) and (D) is also sent via electronic mail to Lender’s e-mail address provided by Lender to Borrower from time to time, and (II) Lender shall fail to respond to such request within five (5) Business Days following its receipt of such request), (iv) the termination, if applicable, of an existing Franchise Agreement as to an Individual Property shall not violate or result in the termination of any other Franchise Agreements with respect to other Individual Properties (unless such other Franchise Agreements are being terminated in accordance with this Section 4.34) as evidenced by an Officer’s Certificate, (v) no Event of Default shall have occurred and be continuing, (vi) such reflagging shall not violate or be prohibited by any applicable Ground Lease (unless the consent or waiver of the Ground Lessor thereunder shall have been obtained in writing) as evidenced by an Officer’s Certificate, (vii) the Franchisor of the Approved Brand party to such replacement Franchise Agreement shall have delivered to Lender a comfort letter reasonably satisfactory to Lender (it being agreed that in the case of a Franchisor that franchises another Individual Property, the form of comfort letter delivered with respect to such other Individual Property on the Closing Date shall be deemed reasonably satisfactory), (viii) the replacement Franchise Agreement shall be with a franchisor that is in no more than two categories of hotels lower than the Franchisor being replaced as on the Closing Date, based on the annual STR Chain Scale classification, (ix) the Approved Brand Requirements shall be satisfied to the extent required under the definition thereof, unless otherwise reasonably agreed by Lender, (x) if the replacement franchisor is an Affiliate of Borrower, Borrower shall deliver an Additional Insolvency Opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies and (xi) if and to the extent required under the provisions of paragraph (e)(ii) below, Borrower shall deliver to Lender, as additional security for Borrower’s and Leasehold Pledgor’s Obligations under the Loan Documents, security for payment of any New/Renewal Flagging Costs. (e) To the extent not previously provided to and approved by Lender within sixty (60) days following in the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor Approved Flagging Budget for an Individual Property, Borrower or Leasehold Pledgor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower provide or cause Owner or Operating Lessee under such Franchise Agreementto provide to Lender a budget for all New/Renewal Flagging Costs and Change of Control Flagging Costs (collectively, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval“Flagging Costs”). The foregoing to budgeting and delivery of security for Flagging Costs shall be governed by the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”.following principles:

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Each of Borrower and Operating Lessee shall cause the hotel located on the each Individual Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Each of Borrower shall: and Operating Lessee shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the each Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the any Franchise Agreement applicable to such Borrower’s Property of which it is aware; and (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the each Franchisor under the each Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If Except as expressly set forth in Section 4.34(d) below, neither Borrower nor Operating Lessee shall, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) (1) surrender, terminate or cancel any Franchise Agreement; (2) reduce the term of any Franchise Agreement; (3) increase the amount of any charges under any Franchise Agreement; or (4) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement in a manner adverse to Borrower, Operating Lessee or Lender. (d) Notwithstanding the foregoing and without limiting Borrower’s and Operating Lessee’s rights under clause (c) above, from time to time after the earlier of (1) the date that is six (6) months following the Closing Date and (2) the final Securitization of the Loan, without the consent of Lender, Borrower and Operating Lessee may elect to “reflag” one or more Individual Properties by terminating an existing Franchise Agreement as to an Individual Property and entering into a replacement Franchise Agreement as to such Individual Property; so long as: (i) the Franchisor is an Approved Brand, (ii) during the term of the Loan, not more than forty-three (43) Individual Properties are replaced pursuant to this paragraph (d), (iii) Lender shall have approved the replacement Franchise Agreement (which approval shall not be unreasonably withheld, conditioned or delayed), except that such approval shall not be required if the Individual Property is operated under an Approved Brand and such replacement Franchise Agreement is (x) substantially in the same form and substance as a Franchise Agreements in effect on the Closing Date or (y) entered into on an arms’-length basis and otherwise on commercially reasonable terms, with economic terms and franchise fees comparable to then existing local market rates and otherwise approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed (provided that the requirement for such approval and any other approval requested under this subsection (d) shall be deemed to have been waived if (I) the correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Franchise Agreement under Section 4.34(d) hereof and that Lender’s failure to respond to such request within five (5) Business Days following its receipt of such request shall result in such request being deemed granted, (C) is accompanied by a copy of the proposed replacement Franchise Agreement, the PIP and the estimated PIP Expenses associated with the PIP (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice) and (D) is also sent via electronic mail to Lender’s e-mail address provided by Lender to Borrower from time to time, and (II) Lender shall fail to respond to such request within five (5) Business Days following its receipt of such request), (iv) the termination, if applicable, of an existing Franchise Agreement as to an Individual Property shall not violate or result in the termination of any other Franchise Agreements with respect to other Individual Properties (unless such other Franchise Agreements are being terminated in accordance with this Section 4.34) as evidenced by an Officer’s Certificate, (v) no Event of Default shall have occurred and be continuing, (vi) such reflagging shall not violate or be prohibited by any applicable Ground Lease (unless the consent or waiver of the Ground Lessor thereunder shall have been obtained in writing), as evidenced by an Officer’s Certificate, (vii) the Franchisor of the Approved Brand party to such replacement Franchise Agreement shall have delivered to Lender a comfort letter reasonably satisfactory to Lender (it being agreed that in the case of a Franchisor that franchises another Individual Property, the form of comfort letter delivered with respect to such other Individual Property on the Closing Date shall be deemed reasonably satisfactory), (viii) the replacement Franchise Agreement shall be with a franchisor that is in no more than two categories of hotels lower than the Franchisor being replaced as on the Closing Date, based on the annual STR Chain Scale classification, (ix) the Approved Brand Requirements shall be satisfied to the extent required under the definition thereof, unless otherwise reasonably agreed by Lender, (x) if the replacement franchisor is an Affiliate of Borrower, Borrower shall deliver an Additional Insolvency Opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies and (xi) if and to the extent required under the provisions of paragraph (e)(ii) below, Borrower shall deliver to Lender, as additional security for Borrower’s and Operating Lessee’s Obligations under the Loan Documents, security for payment of any New/Renewal Flagging Costs. (e) To the extent not previously provided to and approved by Lender in the Approved Flagging Budget for an Individual Property, Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any Property, such Borrower shall deliver provide to Lender within sixty a budget for all New/Renewal Flagging Costs and Change of Control Flagging Costs (60) days following collectively, the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval“Flagging Costs”). The foregoing to budgeting and delivery of security for Flagging Costs shall be governed by the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”.following principles:

Hotel Covenants. Each Borrower further covenants and agrees with Lender Agent as follows: (a) Such Borrower shall cause the hotel located on the Property owned by such Borrower to be operated in all material respects pursuant to the Franchise Agreement applicable to such Borrower’s PropertyHotel Management Agreement. (b) Such Borrower shall: shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the Franchise any Hotel Management Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender Agent of any default by Hotel Manager under the Franchise any Hotel Management Agreement applicable to such Borrower’s Property of which it is aware; (iii) promptly delivernotify Agent of the giving of any written notice by Hotel Manager to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or cause Operating Lessee to promptly deliveragreements of any Hotel Management Agreement on the part of Borrower, as franchisee thereunder, to Lender be performed or observed, and deliver to Agent a true copy of each such notice, (iv) promptly deliver to Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s Propertyany Hotel Management Agreement; and (ivv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor Hotel Manager under the Franchise Agreement applicable to such Borrower’s Propertyany Hotel Management Agreement. (c) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any PropertyHotel Management Agreement, such Borrower Agent shall deliver to Lender receive within sixty (60) 30 days following the execution of such Franchise Hotel Management Agreement a comfort L’Auberge de Sonoma - 46 - Building Loan Agreement/Disbursement Schedule letter from the Franchisor under such Franchise Agreement Hotel Manager in which such Franchisor Hotel Manager shall agree: agree (i) that Lender Agent shall have the right, but not the obligation, to cure any defaults under such Franchise the Hotel Management Agreement, (ii) to give Lender Agent written notice of, and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise the Hotel Management Agreement, (iii) not to assert against Lender Agent any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by LenderAgent; (iv) to allow Lender Agent to change operators or managers of the hotel operated at such the Property; (v) that, if Lender Agent or its Affiliate shall acquire title to such the Property, Lender Agent or its Affiliate affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise the Hotel Management Agreement (or to be granted a new license agreement on the same terms as such Franchise the Hotel Management Agreement) without payment of any fees to FranchisorHotel Manager; (vi) that such Franchise the Hotel Management Agreement will remain in effect during any foreclosure proceedings by Lender Agent provided Lender Agent cures all monetary defaults under such Franchise the Hotel Management Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise the Hotel Management Agreement during the Term without the prior written consent of LenderAgent; and (viii) that if Lender Agent or its Affiliate succeeds to Borrower’s interest under the interest of such Borrower or Operating Lessee under such Franchise Hotel Management Agreement, Lender Agent may assign its rights therein to any entity which acquires such the Property from Lender Agent or its Affiliate (subject to such FranchisorHotel Manager’s reasonable approval). The foregoing to . (d) Borrower shall not change the contrary notwithstanding“flag” or any Hotel Manager without Agent’s prior written consent, Lender will not unreasonably withhold approval of any Franchisorwhich shall be granted in Agent’s standard form of “comfort letter”sole and absolute discretion.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower Borrowers and Operating Lessees shall cause the each hotel located on the a Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Each Borrower shall: and each Operating Lessee shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the applicable Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the applicable Franchise Agreement beyond all applicable to such Borrower’s Property notice and cure periods of which it is aware; (iii) promptly deliver, or cause Operating Lessee to promptly deliver, deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report plan and estimate default notice received by such Borrower or Operating Lessee it under the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the applicable Franchisor under the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) Neither Borrowers nor Operating Lessees shall, without Lender’s prior written consent (i) surrender, terminate or cancel the Franchise Agreement; (ii) reduce or consent to the reduction of the term of the Franchise Agreement; (iii) increase or consent to the increase of the amount of any charges under the Franchise Agreement; or (iv) replace a Franchise Agreement or (v) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Franchise Agreement. (d) If any Borrower or any Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any PropertyAgreement, such Borrower Lender shall deliver to Lender receive within sixty thirty (6030) days following the execution of such Franchise Agreement a comfort letter from the applicable Franchisor under such Franchise Agreement in which such Franchisor shall agree: agree (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower or such Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or such Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such the applicable Property; (v) that, if Lender or its Affiliate shall acquire title to such the applicable Property, Lender or its Affiliate shall have an option to succeed to the interest of such the applicable Borrower or applicable Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to such Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the such Borrower’s or such Operating Lessee’s interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”” addressing those matters set forth above, it being agreed and understand that the comfort letter delivered by Franchisor to Lender in connection with the closing of the Loan is deemed acceptable to Lender. (e) Without in any way limiting the covenants set forth in the Loan Documents, each Borrower and each Operating Lessee shall, for so long as any Property is subject to a Franchise Agreement, operate such Property in accordance with the terms and conditions of such Franchise Agreement and at any other time: (i) cause the hotel located on the applicable Property to be operated, repaired and maintained as a well-maintained “first-class hotel” which shall mean a hotel providing amenities, services and facilities substantially equivalent or superior to hotels of similar average room rate and targeted market segment from time to time operating in the same or comparable geographic area of the applicable Property, taking into consideration the age and location of the hotel located on the applicable Property and (ii) maintain Inventory in amounts sufficient to meet the hotel industry standard for hotels comparable to the hotel located on the applicable Property and at levels sufficient for the operation of the hotel located on the applicable Property at full occupancy levels.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower Borrowers shall cause the hotel located on the Property owned by such Borrower to be operated in all material respects pursuant to the Franchise Agreement applicable to such Borrower’s PropertyHotel Management Agreement. (b) Such Borrower shall: Borrowers shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe in all material respects all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the Franchise Hotel Management Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender Agent of any default under the Franchise Hotel Management Agreement applicable to such Borrower’s Property of which it is aware; (iii) promptly deliver, or cause Operating Lessee deliver to promptly deliver, to Lender Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s PropertyHotel Management Agreement; and (iv) promptly enforce, or cause Operating Lessee use commercially reasonable efforts to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor Hotel Manager under the Franchise Agreement applicable to such Borrower’s PropertyHotel Management Agreement. (c) If Borrowers shall not, without Agent’s prior written consent, which consent shall not be unreasonably withheld, (i) surrender, terminate or cancel the Hotel Management Agreement; (ii) reduce or consent to the reduction of the term of the Hotel Management Agreement; (iii) increase or consent to the increase of the amount of any Borrower charges under the Hotel Management Agreement; (iv) otherwise modify, change, supplement, alter or Operating Lessee shall amend, or waive or release any of its rights and remedies under, the Hotel Management Agreement; or (v) replace the Hotel Manager or enter into any new or amended Franchise Agreement with respect to Replacement Hotel Management Agreement. (d) Without in any Propertyway limiting the covenants set forth in the Loan Documents, such Borrower shall deliver to Lender within sixty (60) days following the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor shall agreeBorrowers shall: (i) that Lender subject to the disruption caused by the Phase Zero Renovation Project and PIP Project, cause the hotel located on the Property to be at all times open for business and operated, repaired and maintained as a well-maintained “first-class hotel” which shall have mean a hotel providing amenities, services and facilities substantially equivalent or superior to hotels of similar average room rate and targeted market segment from time to time operating in the rightsame or comparable geographic area of the Property, but not taking into consideration the obligation, to cure any defaults under such Franchise Agreement, age and location of the hotel located on the Property and (ii) maintain Inventory in amounts sufficient to give Lender written notice of, meet the hotel industry standard for hotels comparable to the hotel located on the Property and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers at levels sufficient for the operation of the hotel operated located on the Property at full occupancy levels. (e) Unless Agent consents in writing, Borrowers shall not have any employees at the hotel located on the Property. Regardless of who is the employer of the employees at the hotel, Borrowers shall use commercially reasonable efforts to ensure that none of Hotel Manager, Borrowers or such Property; (v) that, if Lender or its Affiliate employer shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement terminate (or to be granted a new license agreement on permit the same terms as such Franchise Agreementtermination of) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during employees at the Term hotel without the prior written consent of LenderAgent if such termination would trigger any liability under the WARN Act. 49289660 (f) Borrowers shall, or cause Hotel Manager to cause, all revenues paid by credit card companies with respect to the Property (less any processing fees which are owed such credit card companies in accordance with the terms of the applicable credit card agreements) to be deposited into the Clearing Account; provided, that such revenue paid by credit card companies with respect to the Hotel Property may be deposited into an account with Hotel Manager if required or permitted under a Hotel Management Agreement which is in full force and effect. Any new or replacement Credit Card Agreement for the Property, including the form of such Credit Card Agreement and the identity of the credit card company shall be subject to the prior written reasonable consent of Agent; provided, that (i) with respect to the Hotel Property, if a Hotel Management Agreement is in full force and effect, only to the extent Operating Lessee Borrower and/or Hotel Fee Borrower has the right to consent to a new or replacement Credit Card Agreement and (viiiii) that if Lender or its Affiliate succeeds with respect to the interest Garage Property, if the Parking Lease is in full force and effect, only to the extent Garage Fee Borrower has the right to consent to a new or replacement Credit Card Agreement. (g) All Advance Deposits shall be held and applied in compliance with all applicable Legal Requirements. Any bond or other instrument which Borrowers are permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (a) shall be maintained in full force and effect in the full amount of such Borrower or Operating Lessee under such Franchise Agreementdeposits unless replaced by cash deposits as herein above described, Lender may assign its rights therein (b) shall, if permitted pursuant to any entity which acquires such Property from Legal Requirements, name Lender as payee or its Affiliate mortgagee thereunder (subject or at Agent’s option, be fully assignable to such Franchisor’s reasonable approvalLender), and (c) shall in all respects comply with any applicable Legal Requirements. The foregoing Borrowers shall, upon request, provide Agent with evidence reasonably satisfactory to Agent of Borrowers’ compliance with the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”foregoing.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Each of Borrower and Leasehold Pledgor shall cause each of Owner and Operating Lessee to cause the hotel located on the each Individual Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Borrower shall: or Leasehold Pledgor shall cause each of Owner and Operating Lessee to (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee Owner under the each Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the any Franchise Agreement applicable to such Borrower’s Property of which it is aware; and (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the each Franchisor under the each Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If any Except as expressly set forth in Section 4.34(d) below, neither Borrower nor Leasehold Pledgor shall, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) permit Owner or Operating Lessee shall enter into to (1) surrender, terminate or cancel any new Franchise Agreement; (2) reduce the term of any Franchise Agreement; (3) increase the amount of any charges under any Franchise Agreement; or amended (4) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement in a manner adverse to Borrower, Leasehold Pledgor or Lender. (d) Notwithstanding the foregoing and without limiting Borrower’s and Leasehold Pledgor’s rights under clause (c) above, from time to time after the earlier of (1) the date that is six (6) months following the Closing Date and (2) the final Securitization of the Loan, without the consent of Lender, Borrower and Leasehold Pledgor may permit Owner and Operating Lessee to elect to “reflag” one or more Individual Properties by terminating an existing Franchise Agreement as to an Individual Property and entering into a replacement Franchise Agreement as to such Individual Property; so long as (i) the Franchisor is an Approved Brand, (ii) during the term of the Loan, not more than forty-three (43) Individual Properties are replaced pursuant to this paragraph (d)), (iii) Lender shall have approved the replacement Franchise Agreement (which approval shall not be unreasonably withheld, conditioned or delayed), except that such approval shall not be required if the Individual Property is operated under an Approved Brand and such replacement Franchise Agreement is (x) substantially in the same form and substance as a Franchise Agreements in effect on the Closing Date or (y) entered into on an arms’-length basis and otherwise on commercially reasonable terms, with economic terms and franchise fees comparable to then existing local market rates and otherwise approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed (provided that the requirement for such approval and any other approval requested under this subsection (d) shall be deemed to have been waived if (I) the correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower or Leasehold Pledgor is requesting the Lender’s approval of the proposed Franchise Agreement under Section 4.34(d) hereof and that Lender’s failure to respond to such request within five (5) Business Days following its receipt of such request shall result in such request being deemed granted, (C) is accompanied by a copy of the proposed replacement Franchise Agreement, the PIP and the estimated PIP Expenses associated with the PIP (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice) and (D) is also sent via electronic mail to Lender’s e-mail address provided by Lender to Borrower from time to time, and (II) Lender shall fail to respond to such request within five (5) Business Days following its receipt of such request), (iv) the termination, if applicable, of an existing Franchise Agreement as to an Individual Property shall not violate or result in the termination of any other Franchise Agreements with respect to other Individual Properties (unless such other Franchise Agreements are being terminated in accordance with this Section 4.34) as evidenced by an Officer’s Certificate, (v) no Event of Default shall have occurred and be continuing, (vi) such reflagging shall not violate or be prohibited by any applicable Ground Lease (unless the consent or waiver of the Ground Lessor thereunder shall have been obtained in writing) as evidenced by an Officer’s Certificate, (vii) the Franchisor of the Approved Brand party to such replacement Franchise Agreement shall have delivered to Lender a comfort letter reasonably satisfactory to Lender (it being agreed that in the case of a Franchisor that franchises another Individual Property, the form of comfort letter delivered with respect to such other Individual Property on the Closing Date shall be deemed reasonably satisfactory), (viii) the replacement Franchise Agreement shall be with a franchisor that is in no more than two categories of hotels lower than the Franchisor being replaced as on the Closing Date, based on the annual STR Chain Scale classification, (ix) the Approved Brand Requirements shall be satisfied to the extent required under the definition thereof, unless otherwise reasonably agreed by Lender, (x) if the replacement franchisor is an Affiliate of Borrower, Borrower shall deliver an Additional Insolvency Opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies and (xi) if and to the extent required under the provisions of paragraph (e)(ii) below, Borrower shall deliver to Lender, as additional security for Borrower’s and Leasehold Pledgor’s Obligations under the Loan Documents, security for payment of any New/Renewal Flagging Costs. (e) To the extent not previously provided to and approved by Lender within sixty (60) days following in the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor Approved Flagging Budget for an Individual Property, Borrower or Leasehold Pledgor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower provide or cause Owner or Operating Lessee under such Franchise Agreementto provide to Lender a budget for all New/Renewal Flagging Costs and Change of Control Flagging Costs (collectively, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval“Flagging Costs”). The foregoing to budgeting and delivery of security for Flagging Costs shall be governed by the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”.following principles:

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Each of Borrower and Operating Lessee shall cause the hotel located on the each Individual Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Each of Borrower shall: and Operating Lessee shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the each Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the any Franchise Agreement applicable to such Borrower’s Property of which it is aware; and (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the each Franchisor under the each Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If Except as expressly set forth in Section 4.34(d) below, neither Borrower nor Operating Lessee shall, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) (1) surrender, terminate or cancel any Franchise Agreement; (2) reduce the term of any Franchise Agreement; (3) increase the amount of any charges under any Franchise Agreement; or (4) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement in a manner adverse to Borrower, Operating Lessee or Lender. (d) Notwithstanding the foregoing and without limiting Borrower’s and Operating Lessee’s rights under clause (c) above, from time to time after the earlier of (1) the date that is six (6) months following the Closing Date and (2) the final Securitization of the Loan, without the consent of Lender, Borrower and Operating Lessee may elect to “reflag” one or more Individual Properties by terminating an existing Franchise Agreement as to an Individual Property and entering into a replacement Franchise Agreement as to such Individual Property; so long as: (i) the Franchisor is an Approved Brand, (ii) during the term of the Loan, not more than forty-three (43) Individual Properties are replaced pursuant to this paragraph (d)), (iii) Lender shall have approved the replacement Franchise Agreement (which approval shall not be unreasonably withheld, conditioned or delayed), except that such approval shall not be required if the Individual Property is operated under an Approved Brand and such replacement Franchise Agreement is (x) substantially in the same form and substance as a Franchise Agreements in effect on the Closing Date or (y) entered into on an arms’-length basis and otherwise on commercially reasonable terms, with economic terms and franchise fees comparable to then existing local market rates and otherwise approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed (provided that the requirement for such approval and any other approval requested under this subsection (d) shall be deemed to have been waived if (I) the correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower is requesting the Lender’s approval of the proposed Franchise Agreement under Section 4.34(d) hereof and that Lender’s failure to respond to such request within five (5) Business Days following its receipt of such request shall result in such request being deemed granted, (C) is accompanied by a copy of the proposed replacement Franchise Agreement, the PIP and the estimated PIP Expenses associated with the PIP (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice) and (D) is also sent via electronic mail to Lender’s e-mail address provided by Lender to Borrower from time to time, and (II) Lender shall fail to respond to such request within five (5) Business Days following its receipt of such request), (iv) the termination, if applicable, of an existing Franchise Agreement as to an Individual Property shall not violate or result in the termination of any other Franchise Agreements with respect to other Individual Properties (unless such other Franchise Agreements are being terminated in accordance with this Section 4.34) as evidenced by an Officer’s Certificate, (v) no Event of Default shall have occurred and be continuing, (vi) such reflagging shall not violate or be prohibited by any applicable Ground Lease (unless the consent or waiver of the Ground Lessor thereunder shall have been obtained in writing), as evidenced by an Officer’s Certificate, (vii) the Franchisor of the Approved Brand party to such replacement Franchise Agreement shall have delivered to Lender a comfort letter reasonably satisfactory to Lender (it being agreed that in the case of a Franchisor that franchises another Individual Property, the form of comfort letter delivered with respect to such other Individual Property on the Closing Date shall be deemed reasonably satisfactory), (viii) the replacement Franchise Agreement shall be with a franchisor that is in no more than two categories of hotels lower than the Franchisor being replaced as on the Closing Date, based on the annual STR Chain Scale classification, (ix) the Approved Brand Requirements shall be satisfied to the extent required under the definition thereof, unless otherwise reasonably agreed by Lender, (x) if the replacement franchisor is an Affiliate of Borrower, Borrower shall deliver an Additional Insolvency Opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies and (xi) if and to the extent required under the provisions of paragraph (e)(ii) below, Borrower shall deliver to Lender, as additional security for Borrower’s and Operating Lessee’s Obligations under the Loan Documents, security for payment of any New/Renewal Flagging Costs. (e) To the extent not previously provided to and approved by Lender in the Approved Flagging Budget for an Individual Property, Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any Property, such Borrower shall deliver provide to Lender within sixty a budget for all New/Renewal Flagging Costs and Change of Control Flagging Costs (60) days following collectively, the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval“Flagging Costs”). The foregoing to budgeting and delivery of security for Flagging Costs shall be governed by the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”.following principles:

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower shall cause the hotel located on the Property owned by such Borrower to be operated in all material respects pursuant to the Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Borrower shall: shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default by Franchisor under the Franchise Agreement applicable to such Borrower’s Property of which it is aware; (iii) promptly delivernotify Lender of the giving of any written notice by the Franchisor to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or cause Operating Lessee agreements of the Franchise Agreement on the part of Borrower, as franchisee thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice, (iv) promptly deliver, deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s PropertyAgreement; and (ivv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any PropertyAgreement, such Borrower Lender shall deliver to Lender receive within sixty thirty (6030) days following the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such the Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower or Operating Lessee under such the Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such the Property; (v) that, if Lender or its Affiliate shall acquire title to such the Property, Lender or its Affiliate affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such the Franchise Agreement (or to be granted a new license agreement on the same terms as such the Franchise Agreement) without payment of any fees to Franchisor; (vi) that such the Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such the Franchise Agreement; (vii) not to modify, cancel, surrender surrender, assign, transfer or otherwise terminate such the Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to Borrower's interest under the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such the Property from Lender or its Affiliate (subject to such Franchisor’s 's reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s 's standard form of “"comfort letter”" addressing those matters set forth above.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Each of Borrower and Leasehold Pledgor shall cause each of Owner and Operating Lessee to cause the hotel located on the each Individual Property owned by such Borrower to be operated in all material respects pursuant to the applicable Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Borrower shall: or Leasehold Pledgor shall cause each of Owner and Operating Lessee to (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee Owner under the each Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the any Franchise Agreement applicable to such Borrower’s Property of which it is aware; and (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the each Franchisor under the each Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If any Except as expressly set forth in Section 4.34(d) below, neither Borrower nor Leasehold Pledgor shall, without Lender’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) cause or permit Owner or Operating Lessee shall enter into to (1) surrender, terminate or cancel any new Franchise Agreement; (2) reduce the term of any Franchise Agreement; (3) increase the amount of any charges under any Franchise Agreement; or amended (4) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, any Franchise Agreement in a manner adverse to Borrower, Leasehold Pledgor or Lender. -119- Mezzanine B Loan Agreement (d) Notwithstanding the foregoing and without limiting Borrower’s and Leasehold Pledgor’s rights under clause (c) above, from time to time after the earlier of (1) the date that is six (6) months following the Closing Date and (2) the final Securitization of the Loan, without the consent of Lender, Borrower and Leasehold Pledgor may permit Owner and Operating Lessee to elect to “reflag” one or more Individual Properties by terminating an existing Franchise Agreement as to an Individual Property and entering into a replacement Franchise Agreement as to such Individual Property; so long as (i) the Franchisor is an Approved Brand, (ii) during the term of the Loan, not more than forty-three (43) Individual Properties are replaced pursuant to this paragraph (d), (iii) Lender shall have approved the replacement Franchise Agreement (which approval shall not be unreasonably withheld, conditioned or delayed), except that such approval shall not be required if the Individual Property is operated under an Approved Brand and such replacement Franchise Agreement is (x) substantially in the same form and substance as a Franchise Agreements in effect on the Closing Date or (y) entered into on an arms’-length basis and otherwise on commercially reasonable terms, with economic terms and franchise fees comparable to then existing local market rates and otherwise approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed (provided that the requirement for such approval and any other approval requested under this subsection (d) shall be deemed to have been waived if (I) the correspondence from Borrower to Lender requesting such approval (A) is enclosed in an envelope marked “PRIORITY”, (B) contains a legend, prominently displayed at the top of each page thereof, in bold, all caps and fourteen (14) point or larger font stating that Borrower or Leasehold Pledgor is requesting the Lender’s approval of the proposed Franchise Agreement under Section 4.34(d) hereof and that Lender’s failure to respond to such request within five (5) Business Days following its receipt of such request shall result in such request being deemed granted, (C) is accompanied by a copy of the proposed replacement Franchise Agreement, the PIP and the estimated PIP Expenses associated with the PIP (which information may be provided electronically in the form of a CD Rom or other portable electronic media enclosed with such notice) and (D) is also sent via electronic mail to Lender’s e-mail address provided by Lender to Borrower from time to time, and (II) Lender shall fail to respond to such request within five (5) Business Days following its receipt of such request), (iv) the termination, if applicable, of an existing Franchise Agreement as to an Individual Property shall not violate or result in the termination of any other Franchise Agreements with respect to other Individual Properties (unless such other Franchise Agreements are being terminated in accordance with this Section 4.34) as evidenced by an Officer’s Certificate, (v) no Event of Default shall have occurred and be continuing, (vi) such reflagging shall not violate or be prohibited by any applicable Ground Lease (unless the consent or waiver of the Ground Lessor thereunder shall have been obtained in writing) as evidenced by an Officer’s Certificate, (vii) the Franchisor of the Approved Brand party to such replacement Franchise Agreement shall have delivered to Lender a comfort letter reasonably satisfactory to Lender (it being agreed that in the case of a Franchisor that franchises another Individual Property, the form of comfort letter delivered with respect to such other Individual Property on the Closing Date shall be deemed reasonably satisfactory), (viii) the replacement Franchise Agreement shall be with a franchisor that is in no more than two categories of hotels lower than the Franchisor being replaced as on the Closing Date, based on the annual STR Chain Scale classification, (ix) the Approved Brand Requirements shall be satisfied to the extent required under the definition thereof, unless otherwise reasonably agreed by Lender, (x) if the replacement franchisor is an Affiliate of Borrower, Borrower shall deliver an Additional Insolvency Opinion in form and substance reasonably satisfactory to Lender and satisfactory to the applicable Rating Agencies and (xi) if and to the extent required under the provisions of paragraph (e)(ii) below, Borrower shall deliver to Lender, as additional security for Borrower’s and Leasehold Pledgor’s Obligations under the Loan Documents, security for payment of any New/Renewal Flagging Costs. -120- Mezzanine B Loan Agreement (e) To the extent not previously provided to and approved by Lender within sixty (60) days following in the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor Approved Flagging Budget for an Individual Property, Borrower or Leasehold Pledgor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower provide or cause Owner or Operating Lessee under such Franchise Agreementto provide to Lender a budget for all New/Renewal Flagging Costs and Change of Control Flagging Costs (collectively, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval“Flagging Costs”). The foregoing to budgeting and delivery of security for Flagging Costs shall be governed by the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”.following principles:

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower shall cause the hotel located on the Property owned by such Borrower to be operated in all material respects pursuant to the Franchise Agreement applicable to such Borrower’s Property. (b) Such Borrower shall: (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, all things necessary to preserve and to keep unimpaired the material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any default under the Franchise Agreement applicable to such Borrower’s Property of which it is aware; (iii) promptly deliver, or cause Operating Lessee to promptly deliver, to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Borrower or Operating Lessee under the Franchise Agreement applicable to such Borrower’s Property; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement applicable to such Borrower’s Property. (c) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect to any Property, such Borrower shall deliver to Lender within sixty (60) days following the execution of such Franchise Agreement a comfort letter from the Franchisor under such Franchise Agreement in which such Franchisor shall agree: (i) that Lender shall have the right, but not the obligation, to cure any defaults under such Franchise Agreement, (ii) to give Lender written notice of, and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee Pool 1 and not curable by Lender; (iv) to allow Lender to change operators or managers of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”.

Hotel Covenants. Each Borrower further covenants and agrees with Lender as follows: (a) Such Borrower shall cause the hotel located on the Property owned by such Borrower to be operated in all material respects pursuant to the Franchise Agreement applicable to such Borrower’s PropertyAgreement. (b) Such Each Borrower shall: shall (i) promptly perform and/or observe, or cause Operating Lessee to promptly perform and/or observe, observe all of the covenants and agreements required to be performed and observed by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s Property in all material respects and do, or cause Operating Lessee to do, do all things necessary to preserve and to keep unimpaired the its material rights of such Borrower or Operating Lessee thereunder; (ii) promptly notify Lender of any material default under the Franchise Agreement applicable to such Borrower’s Property of which it is aware; (iii) promptly deliver, or cause Operating Lessee to promptly deliver, deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, material notice and material report and estimate received by such Borrower or Operating Lessee it under the Franchise Agreement applicable to such Borrower’s PropertyAgreement, if any; and (iv) promptly enforce, or cause Operating Lessee to promptly enforce, in all material respects enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by the Franchisor under the Franchise Agreement applicable to such Borrower’s PropertyAgreement. (c) If any Borrower or Operating Lessee shall enter into any new or amended Franchise Agreement with respect Lender’s consent (other than any amendments in connection with the replacement of Manager with Highgate pursuant to any Propertythe terms and provisions of this Agreement), such Borrower Lender shall deliver to Lender receive within sixty thirty (6030) days following the execution of such Franchise Agreement a comfort letter from the Franchisor under such which is in form and substance reasonably acceptable to Lender (it being agreed that the form and substance of the Comfort Letter is reasonably acceptable to Lender); provided, however, so long as Borrower is diligently pursuing the delivery of a comfort letter from the Franchisor, Borrower shall have an additional period of time not to exceed ten (10) days to deliver the same. If a Securitization has occurred, notwithstanding the foregoing, Borrower shall not be permitted to enter into any new Franchise Agreement or any material amendment to the existing Franchise Agreement unless it has received a Rating Agency Confirmation from each Approved Rating Agency with respect thereto. (d) Operator Borrower shall not, without Lender’s prior written consent (and, if a Securitization has occurred, without obtaining a Rating Agency Confirmation from each Approved Rating Agency with respect thereto), (i) surrender, terminate or cancel the Franchise Agreement; (ii) reduce or consent to the reduction of the term of the Franchise Agreement; (iii) increase or consent to the increase of the amount of any charges under the Franchise Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its material rights and remedies under, the Franchise Agreement. (e) Without in which such Franchisor shall agreeany way limiting the covenants set forth in the Loan Documents, Borrower shall: (i) that Lender cause the hotel located on the Property to be operated, repaired and maintained as a well-maintained “select-service hotel” which shall have mean a hotel providing amenities, services and facilities substantially equivalent or superior to hotels of similar average room rate and targeted market segment from time to time operating in the rightsame or comparable geographic area of the Property, but not taking into consideration the obligation, to cure any defaults under such Franchise Agreement, age and location of the hotel located on the Property and (ii) maintain Inventory in amounts sufficient to give Lender written notice of, meet the hotel industry standard for hotels comparable to the hotel located on the Property and a reasonable time to cure, any default of such Borrower or Operating Lessee under such Franchise Agreement, (iii) not to assert against Lender any defaults which by their nature are personal to such Borrower or Operating Lessee and not curable by Lender; (iv) to allow Lender to change operators or managers at levels sufficient for the operation of the hotel operated at such Property; (v) that, if Lender or its Affiliate shall acquire title to such Property, Lender or its Affiliate shall have an option to succeed to the interest of such Borrower or Operating Lessee under such Franchise Agreement (or to be granted a new license agreement located on the same terms as such Franchise Agreement) without payment of any fees to Franchisor; (vi) that such Franchise Agreement will remain in effect during any foreclosure proceedings by Lender provided Lender cures all monetary defaults under such Franchise Agreement; (vii) not to modify, cancel, surrender or otherwise terminate such Franchise Agreement during the Term without the prior written consent of Lender; and (viii) that if Lender or its Affiliate succeeds to the interest of such Borrower or Operating Lessee under such Franchise Agreement, Lender may assign its rights therein to any entity which acquires such Property from Lender or its Affiliate (subject to such Franchisor’s reasonable approval). The foregoing to the contrary notwithstanding, Lender will not unreasonably withhold approval of any Franchisor’s standard form of “comfort letter”at full occupancy levels.