Common use of Mortgages Clause in Contracts

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner Mortgages duly executed by the appropriate Loan Party with respect to each of the Properties, together with: (i) evidence that counterparts of the Mortgages have been either (A) duly recorded on or before the Effective Date or (B) duly executed, acknowledged and delivered in form suitable for filing or recording, in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien, subject to any Liens which are expressly permitted by this Agreement to be prior, on the property described therein in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document and that all filing and recording taxes and fees have been paid; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including mechanics’ and materialmen’s Liens) and encumbrances, excepting only any Liens which are expressly permitted by this Agreement to be prior, and providing for such other affirmative insurance (including endorsements for future advances under the Credit Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable; (iii) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be permitted required to encumber induce the Inn and/or title company to issue the Site with any Mortgage, provided that such Mortgage meets Policies referred to in clause (ii) above; (iv) estoppel certificates executed by all tenants of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on Properties; provided, however, that the Borrower shall only be required to use commercially reasonable terms and conditionsefforts to obtain such executed estoppel certificates; 2. As (v) evidence of the date insurance required by the terms of the proposed financingMortgages; (vi) with respect to the Xxxxxxx County Property, a duly executed landlord estoppel and consent agreement, in form and substance satisfactory to the aggregate principal balance Administrative Agent, along with (A) a memorandum of all Mortgages encumbering lease and purchase option in recordable form with respect to the Innleasehold interest and purchase option created under the Xxxxxxx County Lease, including executed and acknowledged by the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) owner of the fair market value of the Inn; affected real property, as lessor, or (yB) evidence that the dollar amount obtained by (a) dividing Xxxxxxx County Lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the average annual Operating Profit for the twentyAdministrative Agent’s reasonable judgment, to give constructive notice to third-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result party purchasers of clause (a) by the Capitalization Multiplesuch leasehold interest; and 3. Owner(vii) such other consents, Manager agreements and confirmations of lessors and third parties as the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in Administrative Agent may deem necessary or desirable and evidence that all other actions that the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowAdministrative Agent may deem necessary or desirable. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and fifty (150) days of the acquisition, formation or designation of such Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s title insurance policies (or marked up title commitments having the effect of policies of title insurance) or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Coverage Ratio; then Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent; (bv) multiplying a completed “Life of Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) by Collateral Agent and otherwise in compliance with the Capitalization MultipleFlood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than the Borrower or one of its Subsidiaries, or (ii) in where, despite the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value commercially reasonable efforts of the Inn. If the parties Borrower to obtain such consent, such consent cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageobtained."

Mortgages. A. Owner At the request of the Agents or the Required Lenders (in their sole discretion), at any time after the Amendment Effective Date, Holdings, each Borrower and/or each Subsidiary Guarantor shall be cause, with respect to the U.S. Collateral, the U.S. Administrative Agent and, with respect to the Canadian Collateral, the Canadian Administrative Agent and the applicable Secured Parties to have, at all times, a first priority perfected security interest (subject only to Liens permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets hereunder) in all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender fee owned and is on commercially reasonable terms and conditions; 2. As leased real property of the date of the proposed financingHoldings, the aggregate principal balance of all Mortgages encumbering Borrowers and the InnSubsidiary Guarantors, including so long as the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the book value or fair market value of each such property made subject to a Mortgage hereunder exceeds $2,000,000, by executing and delivering Mortgages that may be necessary in the Inn; reasonable opinion of such Administrative Agent to create a valid, first priority perfected Lien (subject only to Liens permitted hereunder) against such real property, it being agreed by the Lenders and the Administrative Agents that Foreign Subsidiaries shall not be required to deliver a Mortgage to secure the Obligations of the U.S. Borrower or (y) any U.S. Subsidiary. Should the dollar amount obtained by Agents or the Required Lenders elect to exercise the option described in the immediately preceding paragraph, in connection with the execution and delivery of such Mortgages, Holdings and the Borrowers shall, and shall cause each such Subsidiary Guarantor to as promptly as practicable: (a) dividing provide evidence of the average annual Operating Profit completion or satisfactory arrangements, for the twenty-six completion of all recordings and filings of each such Mortgage as may be necessary or, in the reasonable opinion of the applicable Administrative Agent, desirable to create a valid, first priority perfected Lien (26subject only to Liens permitted hereunder) most recent against the properties purported to be covered thereby; (A) obtain mortgagee's title insurance policies in favor of the applicable Administrative Agent for the benefit of the applicable Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the applicable Administrative Agent, with respect to the property purported to be covered by each Mortgage, insuring the mortgagor's title to such property and that the interests created by each Mortgage constitute valid first Liens thereon free and clear of all material defects and encumbrances other than as permitted hereunder or as otherwise approved by such Administrative Agent, and, if requested by such Administrative Agent, such policies shall also include a survey reading, and, if required by such Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as such Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full Accounting Periods by of all premiums thereon or (B) with respect to any real property located in Canada, in the Coverage Ratio; then (b) multiplying reasonable discretion of the result Canadian Borrower, either satisfy the requirements of clause (aA) by above or obtain opinions of Canadian legal counsel as to the Capitalization Multipleregistration or filing of the Mortgages, the priority thereof and the title of the Canadian Borrower with respect thereto, which legal opinions shall be in form and substance reasonably satisfactory to the Administrative Agents; and 3. Owner(c) provide such other approvals, Manager opinions or documents as the applicable Administrative Agent may reasonably request with respect to such real property, including, consents and estoppel agreements from landlords, and a reasonably current survey of each property purported to be covered by a Mortgage in form and substance reasonably satisfactory to such Administrative Agent and the holder of title insurer; provided that Holdings and its Subsidiaries shall not be required to use more than commercially reasonable efforts (and shall not be required to make any payments) to obtain any such Mortgage documentation, or to obtain consents for leasehold mortgages, in each case from third parties; provided that without limiting the foregoing, leasehold mortgages only shall have entered into a Subordination Agreement (be required with respect to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection containing a material manufacturing facility with a Qualified Mortgage, or lease term (iiincluding extension options) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageat least 5 years."

Mortgages. A. Owner shall be permitted With respect to encumber all Real Property owned by the Inn and/or the Site with Company or any of its Domestic Subsidiaries not already subject to a Mortgage, provided that such Mortgage meets the Company will execute and deliver, or will cause the applicable Credit Party to execute and deliver (or with respect to clause (v) below, the Collateral Agent shall have received): (i) fully executed and notarized counterparts of Mortgages, which Mortgages shall cover all of the following requirements: 1. The proposed Real Property owned by the Company or any of its Domestic Subsidiaries as designated on Schedule 5(r) and not subject to a Mortgage is from an Institutional Lender prior to the Restatement Effective Date (each, a “New Mortgaged Property” and is collectively, the “New Mortgaged Properties”), together with evidence that counterparts of the Mortgages and corresponding UCC fixture filings have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable First Priority mortgage lien on commercially reasonable terms and conditionseach New Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; 2. As (ii) mortgagee title insurance policies or marked-up unconditional binders for such insurance (and evidence of payment in full by the date Company of any premiums, costs and expenses related thereto, including without limitation recording taxes and filing fees) in connection with the proposed financingNew Mortgaged Properties issued by First American Title Insurance Company or such other title insurers reasonably satisfactory to the Collateral Agent, (the aggregate principal balance “Mortgage Policies”) in amounts reasonably satisfactory to the Collateral Agent assuring the Collateral Agent that the respective Mortgages on such new Mortgaged Properties are valid and enforceable First Priority mortgage liens on the respective New Mortgaged Properties, free and clear of all Mortgages encumbering defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the InnCollateral Agent and shall include, as appropriate, endorsements for any matter that the Collateral Agent in its discretion may reasonably request, including without limitation a zoning endorsement (or in lieu thereof, a zoning report in form and substance reasonably acceptable to the proposed MortgageCollateral Agent), and shall be no greater than not include an exception for mechanics’ liens unless such liens would constitute Permitted Encumbrances, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the lesser Collateral Agent in their discretion may reasonably request;; (iii) if requested by the Collateral Agent, surveys in form and substance reasonably satisfactory to the Collateral Agent of each New Mortgaged Property dated a recent date acceptable to the Collateral Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Collateral Agent; (iv) a completed “Life-of: -Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and for any New Mortgaged Property on which improvements are located in a special flood hazard area, (x) seventy percent (70%) of a notice about special flood hazard area status and flood disaster assistance duly executed by the fair market value of the Inn; or applicable Credit Parties and (y) certificates of insurance evidencing the dollar amount obtained insurance required by Section 7.03(c) in form and substance satisfactory to the Administrative Agent; (av) dividing from local counsel to the average annual Operating Profit for Company and its Subsidiaries reasonably satisfactory to the twenty-six (26) most recent full Accounting Periods by Administrative Agent, opinions addressed to the Coverage Ratio; then (b) multiplying Administrative Agent, the result Collateral Agent and each of clause (a) by the Capitalization MultipleLenders, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall cover the liens granted pursuant to the Mortgages and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request; and 3. Owner(vi) with respect to each Mortgaged Property, Manager and such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgage shall have entered into a Subordination Agreement (Mortgaged Property to be recorded in grant the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined Lien contemplated by the Expert pursuant Mortgage with respect to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagesuch Mortgaged Property."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and twenty (120) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction without surveys (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Coverage Ratio; then Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent; (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than the Borrower or one of its Subsidiaries, or (ii) in where, despite the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value commercially reasonable efforts of the Inn. If the parties Borrower to obtain such consent, such consent cannot agree on an appraiser within thirty (30) days after be obtained. The Collateral Agent may grant extensions of time for the date on which either party notifies creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular Material Real Property where it determines that it wishes to have the fair market value of the Inn such action cannot be determined by an appraisal, either party may elect to have such fair market value determined accomplished by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements time periods set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageor the Collateral Documents."

Mortgages. A. Owner The Agent shall have received counterparts of the Mortgages, or amendments to Mortgages previously delivered under the Existing Agreement, dated as of a date not later than the Unified Closing Date, duly executed by Alliance USA, Source, LPC, New GOC and Difco, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of the Mortgages as may be necessary or, in the reasonable opinion of the Agent, desirable effectively to create a valid, perfected first priority Lien against the Properties purported to be covered thereby, which Properties shall include Proven Reserves comprising not less than 90% of the Oil and Gas Properties included in the initial determination of the Borrowing Base; (b) favorable mortgagee's title opinions in favor of the Agent (in form and substance and issued by title counsel satisfactory to the Agent), with respect to the Property purporting to be covered by the Mortgages (or such portion of such Properties as shall be permitted acceptable to encumber the Inn and/or Agent), setting forth the Site with any Mortgage, provided that such Mortgage meets all working interest and net revenue interest of the following requirements: 1. The proposed Mortgage applicable mortgagor in such Properties and opining that the applicable mortgagor's title to such property is from an Institutional Lender good and is on commercially reasonable terms defensible and conditionsvalid and that the interests created by the Mortgages constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Agent; 2. As (c) such Consents, Mortgage Consents, and such other approvals, opinions, or documents as the Agent may reasonably request; and (d) evidence of the date delivery of the proposed financing, the aggregate principal balance notices of all Mortgages encumbering the Innassignment to Difco's counterparty to each Material Contract, including the proposed MortgageHydrocarbon Interests comprising the Core Difco Assets. The Hydrocarbon Interests, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods Properties and interests described in and secured by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager Mortgages and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained other mortgages or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisalsupplemental mortgages given pursuant to this Agreement, as reasonably determined by Owner such Properties and Manager. If Owner and Manager do not agree on such fair market valueinterests are from time to time constituted, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine are herein collectively called the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageMortgaged Properties."

Mortgages. A. Owner The Issuer and the Guarantors shall use commercially reasonable efforts to deliver to the Collateral Agent as promptly as reasonably practicable after the Issue Date, but in any event within 120 days of the Issue Date (subject to extension in the sole discretion of the Collateral Agent), (a)(i)(A) counterparts of new Mortgages to be entered into with respect to each real property owned by the Issuer and any Guarantor which real property is, as of such date, subject to a mortgage in favor of the Existing Second Priority Notes Collateral Agent, for the benefit of the holders of the Existing Second Priority Notes, duly executed and delivered by the record owner of such property and suitable for recording or filing or (B) amendments to the existing mortgages on such real property granted to the Existing Second Priority Notes Collateral Agent, duly executed and delivered by the record owner of such property and the Existing Second Priority Notes Collateral Agent and otherwise suitable for recording and filing, which amendments shall be permitted in form and substance sufficient to encumber grant to the Inn and/or Existing Second Priority Notes Collateral Agent, for its benefit and for the Site benefit of the holders of the Second Priority Notes a valid mortgage lien on such real property and (ii) such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such new Mortgage or mortgage amendment or property, in each case to the extent and consistent in form and substance with such documents as have been most recently delivered to the Existing Second Priority Notes Collateral Agent; and (b)(i) in the case of each new Mortgage, provided a policy, policies or pro forma policy or policies or marked up unconditional binder(s) of title insurance, as applicable, together with such customary endorsements (including zoning endorsements where reasonably appropriate and available) and with respect to any such property located in a state in which a zoning endorsement is not available, with a zoning compliance letter (or updated letter) from the applicable municipality in a form consistent with that most recently delivered to the Existing Second Priority Notes Collateral Agent or such Mortgage meets all of the following requirements: 1. The proposed Mortgage other form as is customary for such municipality, or a zoning report (or updated report) from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: a nationally recognized zoning reporting service (it being understood that (x) seventy percent (70%) no new or updated surveys and no survey for any property for which a survey has not previously been delivered to the Existing Second Priority Notes Collateral Agent shall be required to be delivered in connection with the delivery of the fair market value of the Inn; or any title insurance policies and (y) the dollar amount obtained last survey or update delivered or certified to the Existing Second Priority Notes Collateral Agent shall be acceptable to the Collateral Agent together with an affidavit from the property owner (if required by (athe title company) dividing stating there have been no substantial changes materially affecting the average annual Operating Profit use of the property in the business since the date of such last survey or update, so long as the same is sufficient for the twentytitle insurance company to remove the so-six (26) most recent full Accounting Periods by called standard survey exception and issue all survey-related endorsements to the Coverage Ratio; then (b) multiplying the result of title insurance policies described in clause (ab)(i) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02sentence (except where no survey has previously been delivered as noted above), in substantially the fair market value of same manner and to substantially the Inn shall be (i) same extent as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgagethe title company has previously insured such Persons), or (ii) in the absence case of such an appraisalmortgage amendments delivered pursuant to clause (a)(i)(B) of this paragraph, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value date-down endorsements of the Inn. If title insurance policies previously delivered to the parties cannot agree Existing Second Priority Notes Collateral Agent in respect of the applicable property, in each case, paid for by the Issuer and issued by a nationally recognized title insurance company insuring the Lien of each such new Mortgage or mortgage amendment (which may be the same as the company or companies insuring the mortgages in favor of the Existing Second Priority Notes Collateral Agent) to be entered into on an appraiser within thirty (30) days or after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement Issue Date as a "Qualified Mortgagevalid Lien on the applicable property described therein, free of any other Liens except as not prohibited by Section 4.12 and Liens arising by operation of law."

Mortgages. A. Owner shall be permitted Furnish to encumber the Inn and/or Administrative Agent, within 60 days --------- after the Site with any MortgageClosing Date, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance reasonably satisfactory to the average annual Operating Profit Administrative Agent and substantially in the form of Exhibit L (each a "Mortgage" and collectively, the "Mortgages") covering all the -------- --------- Mortgaged Properties, and arrangements reasonably satisfactory to the Administrative Agent shall be in place by the 60th day after the Closing Date to provide that counterparts of such Mortgages shall be promptly recorded upon execution in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, effectively to create a valid and enforceable first (or, in the case of the Mortgages granted by the Meditrust Entities, second) priority Lien, subject only to Permitted Liens, on each Mortgaged Property in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the twenty-six (26) most recent full Accounting Periods by benefit of the Coverage Ratio; then Lenders, (b) multiplying the result of clause (a) a lender's title insurance policy, paid for by the Capitalization Multiple; and 3. OwnerCompany, Manager issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded Administrative Agent, in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner form and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (substance reasonably acceptable to both parties) shall determine the fair market value Administrative Agent, insuring each Mortgage as a first (or, in the case of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined Mortgages granted by the Expert pursuant Meditrust Entities, second) lien on the relevant Mortgaged Property and subject only to Section 11.21Permitted Liens and Liens expressly agreed to by the Administrative Agent and (c) such other documents (including without limitation, ALTA/ASCM surveys of each Mortgaged Property made in accordance with ALTA/ASCM standards, including Table A, Items Nos. Any Mortgage which meets all of 1-4 and 6-13 as updated by inspection) as are reasonably required by the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageAdministrative Agent."

Mortgages. A. Owner shall be permitted The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent (or a Mortgage Collateral Trustee, if applicable) with a Mortgage with respect to encumber any Material Real Property that is the Inn and/or the Site with any Mortgagesubject of a notice delivered pursuant to Section 6.11(2)(a), provided that such Mortgage meets all within one hundred eighty (180) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or, following requirementsthe Covenant Modification Period, two hundred seventy-five (275) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property if the Borrower provides notice within ninety (90) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property to the Administrative Agent of its intention to consummate a Specified Sale-Leaseback Transaction with respect to such Material Real Property) (or such longer period as the Collateral Agent may agree in its sole discretion), together with: 1. The proposed (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent (or a Mortgage is from an Institutional Lender Collateral Trustee, if applicable) for the benefit of the Secured Parties and is on commercially reasonable terms that all filing and conditionsrecording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; 2. As of (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the date of equivalent or other form available in each applicable jurisdiction (the proposed financing“Mortgage Policies”) in form and substance, with endorsements available in the aggregate principal balance of all Mortgages encumbering applicable jurisdiction and in amounts, reasonably acceptable to the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have an adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (yincluding endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the dollar amount obtained by Collateral Agent may reasonably request and is available in the applicable jurisdiction; (aiii) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings, the authorization, execution and delivery of the Mortgages and such other matters as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with no change Mortgaged affidavits, in each case certified to the Collateral Agent if deemed necessary by Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent (if reasonably requested by the Coverage Ratio; then Collateral Agent); (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with a Qualified Mortgagesuch acquisition, designation or (ii) in formation of any Material Domestic Subsidiary or acquisition of any Material Real Property. Notwithstanding anything to the absence of such an appraisal, as reasonably determined by Owner foregoing and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine upon the fair market value reasonable agreement of the Inn. If Borrower and the parties cannot agree Collateral Agent, the Borrower or the applicable Guarantor may satisfy the Collateral and Guarantee Requirement with respect to the delivery of a Mortgage on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert any Material Real Property pursuant to Section 11.216.11(2)(b) by delivering a mortgage to a Mortgage Collateral Trustee or amending an existing mortgage to be in favor of a Mortgage Collateral Trustee and to secure the Obligations in addition to the obligations under the Secured Notes Indenture (and any Additional Obligations (as defined in the Amendment No. Any Mortgage which meets all of 8 Intercreditor Agreement, as applicable) and to otherwise be in form and substance reasonably satisfactory to the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageCollateral Agent."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site If at any time any Credit Party acquires, owns or holds an interest in any Real Property with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the a fair market value in excess of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit $2,000,000 for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager any Real Property and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded $4,000,000 in the real property records aggregate for all Real Properties not covered by Mortgages (in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02each case, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined at the time of acquisition and agreed to by the Expert pursuant Borrower and the Administrative Agent), upon the request of the Administrative Agent, the Borrower shall deliver to Section 11.21. Any the Administrative Agent, (i) if no Event of Default is in existence at the time of such request, within 60 days of the request therefor by the Administrative Agent, and (ii) if an Event of Default is in existence at the time of such request, within 45 days of the request therefor by the Administrative Agent, in each case with respect to each parcel of Real Property owned by the Borrower or any Subsidiary Guarantor, each of the following (in the case of each item below, to the extent requested by the Administrative Agent): (a) an American Land Title Association ( ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens and a standard survey exception, which meets Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the requirements foregoing in form and substance reasonably satisfactory to the Administrative Agent; (b) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such Real Property; (c) evidence, which may be in the form of a letter or other certification from the Title Company or from an insurance broker, surveyor, engineer or other provider, as to whether (1) such Real Property is a Flood Hazard Property, and (2) the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and if such Closing Date Mortgaged Property is a Flood Hazard Property, evidence that the applicable Credit Party has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; (d) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (e) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in draft or final form by any Credit Party during the five-year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such draft or final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed (in draft form, if not finalized); and all such environmental reports shall be satisfactory in form and substance to the Administrative Agent; (f) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request; (g) the Administrative Agent and the Lenders shall have received appraisals, satisfactory in form and substance to the Administrative Agent and each Lender, dated not more than 60 days prior to the date of execution of each Mortgage and addressed to the Administrative Agent and the Lenders or accompanied by a separate letter indicating that the Administrative Agent and the Lenders may rely thereon, from one or more nationally recognized appraisal firms, satisfactory to the Administrative Agent, covering (i) the Real Properties, and (ii) all other tangible property, plant and equipment owned by the Borrower or any of its Subsidiaries, that is to be subjected to the Lien of the Security Agreement and is located at any plant or facility owned or leased by the Borrower or any of its Subsidiaries in the United States of America, which appraisals shall set forth (A) the “fair market value” of such property (i.e., the amount at which such property would equitably exchange between a willing buyer and a willing seller, neither being under a compulsion and both having reasonable knowledge of all relevant facts on the premise that such property will continue in its present use as part of an ongoing business enterprise), (B) the “orderly disposal value” of such property (i.e., the amount which may be realized through a forced sale disposal of such property when a reasonable time to find a buyer is allowed), and (C) the “forced liquidation value” of such property (i.e., the amount which may be realized through an immediate forced sale disposal of such property), in each case as determined in accordance with sound appraisal standards; and (h) the Borrower shall have paid or caused to be paid all costs and expenses payable in connection with all of the actions set forth in this Section 8.02 shall be referred 8.17, including but not limited to (A) all mortgage, intangibles or similar taxes or fees, however characterized, payable in respect of this Agreement as a "Qualified MortgageAgreement, the execution and delivery of the Notes, any of the Mortgages or any of the other Credit Documents or the recording of any of the same or any other documents related thereto; and (B) all expenses and premiums of the Title Company in connection with the issuance of such policy or policies of title insurance and to all costs and expenses required for the recording of the Mortgages or any other Credit Documents or any other related documents in the appropriate public records."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and fifty (150) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction without surveys (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Coverage Ratio; then Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent; (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than the Borrower or one of its Subsidiaries, or (ii) in where, despite the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value commercially reasonable efforts of the Inn. If the parties Borrower to obtain such consent, such consent cannot agree on an appraiser within thirty (30) days after be obtained. The Collateral Agent may grant extensions of time for the date on which either party notifies creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular Material Real Property where it determines that it wishes to have the fair market value of the Inn such action cannot be determined by an appraisal, either party may elect to have such fair market value determined accomplished by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements time periods set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageor the Collateral Documents."

Mortgages. A. Owner shall be permitted The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to encumber any Material Real Property that is the Inn and/or the Site with any Mortgagesubject of a notice delivered pursuant to Section 6.11(2)(a), provided that such Mortgage meets all within one hundred and twenty (120) days of the following requirementsformation or acquisition of such Material Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: 1. The proposed Mortgage is from an Institutional Lender (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and is delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on commercially reasonable terms such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and conditionsthat all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; 2. As of (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the date of equivalent or other form available in each applicable jurisdiction (the proposed financing“Mortgage Policies”) in form and substance, the aggregate principal balance of all Mortgages encumbering the Innwith endorsements, including zoning endorsements, available in the proposed Mortgageapplicable jurisdiction and in amounts, shall be no greater than reasonably acceptable to the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured (as applicable) by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (yincluding endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the dollar amount obtained by Collateral Agent may reasonably request and is available in the applicable jurisdiction and with respect to any property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation (aor other similar company reasonably acceptable to the Collateral Agent), in each case to be reasonably satisfactory to the Collateral Agent; (iii) dividing the average annual Operating Profit customary Opinions of Counsel for the twentyapplicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings, the authorization, execution and delivery of the Mortgages and such other matters as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Collateral Agent; (iv) American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with customary no change affidavits, in each case certified to the Collateral Agent if deemed necessary by Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements; (v) a completed “Life-six of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property (26where applicable) most recent full Accounting Periods containing improved land addressed to the Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Coverage Ratio; then Federal Emergency Management Agency (bor any successor agency) multiplying to be a special flood hazard area, the result Borrower’s duly executed acknowledgement of clause (a) by receipt of written notification from the Capitalization MultipleCollateral Agent about special flood hazard area status and flood disaster assistance and evidence of compliance with the Flood Insurance Requirements; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with a Qualified Mortgage, such formation or (ii) in the absence acquisition of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value any Material Subsidiary or acquisition of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageany Material Real Property."

Mortgages. A. Owner shall be permitted to encumber By the Inn and/or date that is 60 days after the Site with any Mortgage, provided that such Mortgage meets all day of the following requirementsInitial Extension of Credit (which date may be extended, in the discretion of the Administrative Agent, by up to an additional 90 days), the Borrower shall deliver deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in substantially the form of Exhibit F hereto and covering the properties listed on Schedules 4.01(w), 4.01(x)(i) and 4.01(x)(ii) hereto (together with each other mortgage delivered pursuant to Section 5.01(j), in each case as amended, the "MORTGAGES"), duly executed by the appropriate Loan Party, together with: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As (A) evidence that counterparts of the Mortgages have been duly recorded on or before the day that is 60 days after the Initial Extension of Credit (which date may be extended, in the discretion of the proposed financingAdministrative Agent, by up to an additional 90 days) in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "MORTGAGE POLICIES") in form and substance, with endorsements and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, (C) American Land Title Association/American Congress on Surveying and Mapping form surveys for which all necessary fees (where applicable) have been paid, and dated no more than 60 days after the day of the Initial Extension of Credit (which date may be extended, in the discretion of the Administrative Agent, by up to an additional 90 days) (unless the Lead Arranger and Administrative Agent determine in their sole discretion that the cost of obtaining such current surveys exceeds the benefits to the Lenders of receiving them), certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the aggregate principal balance location of all Mortgages encumbering any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the Innabsence of encroachments, including either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the proposed MortgageAdministrative Agent, (D) estoppel and consent agreements, shall be no greater than in form and substance satisfactory to Administrative Agent, executed by (1) each of the lesser of: lessors of the leased real properties listed on Schedule 4.01(x)(i) hereto, along with (x) seventy percent (70%) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the fair market value of the Inn; affected real property, as lessor, or (y) evidence that the dollar amount obtained by applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in Administrative Agent's reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (az) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and if such leasehold interest was acquired or subleased from the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02leasehold interest, the fair market value applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to Administrative Agent and (2) each of the Inn shall be tenants of the leased properties listed on Schedule 4.01(x)(ii) hereto, (E) evidence of the insurance required by the terms of the Mortgages, (i) as set forth in the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective fixture filings and all judgment and tax lien filings which may have been made with respect to any then current appraisal obtained or accepted of the properties listed on Schedules 4.01(w), 4.01(x)(i) and 4.01(x)(ii), together with copies of all such filings disclosed by an Institutional Lender in connection with a Qualified Mortgagesuch search, or and (ii) UCC-3 termination statements and other instruments duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate or remove of record any effective fixture filings or judgment or tax lien filings disclosed in such search (other than any such filings comprising Permitted Liens), (G) such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent may deem necessary or desirable and evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the absence Mortgages has been taken, and (H) a favorable opinion of such an appraisalXxxxxxx & XxXxxxx, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market valueLLC, either party may request that local counsel to the Loan Parties in each jurisdiction where a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the Mortgage or other that it wishes to have the fair market value of the Inn security instrument will be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in recorded under this Section 8.02 shall be referred 5.01(q), in substantially the form of Exhibit I hereto and as to in this Agreement such other matters as a "Qualified Mortgagethe Administrative Agent or the Lead Arranger may reasonably request."

Mortgages. A. Owner With respect to any real property (other than Non-Material Real Property) that is owned in fee simple by the Company or any Guarantor (collectively, the “Premises”), the Company or such Guarantor shall be permitted to encumber the Inn and/or the Site with any Mortgageuse commercially reasonable efforts to, provided that such Mortgage meets all within 180 days of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As later of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent the Issue Date and (70%y) the acquisition thereof, as applicable: (a) deliver to the Collateral Agent, as mortgagee, for the benefit of the Holders, fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, and corresponding Uniform Commercial Code (or similar) fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding Uniform Commercial Code (or similar) fixture filings as may be necessary to create a valid, perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) deliver to the Collateral Agent, (i) mortgagee’s title insurance policies in favor of the Collateral Agent in an amount equal to 100% of the fair market value of the Inn; Premises purported to be covered by the related Mortgages, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens in favor of the Collateral Agent thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and such policies shall also include, to the extent available and issued at ordinary rates, customary endorsements or such endorsements as the Collateral Agent may reasonably request (yexcluding endorsements related to mechanics lien coverage, creditors’ rights, environmental liens and survey matters (unless a satisfactory survey is made available) and shall be accompanied by evidence of the dollar amount obtained by payment in full (a) dividing the average annual Operating Profit or satisfactory arrangements for the twentypayment in full) of all premiums thereon and (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-six called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Premises; (26c) most recent full Accounting Periods deliver to the Collateral Agent current (other than the Delaware Property) and future real property surveys of such Premises; (d) deliver Opinions of Counsel to the Collateral Agent in the jurisdictions where such Premises are located that such Mortgage has been duly authorized, executed and delivered by the Coverage Ratio; then (b) multiplying Company or such Guarantor, constitutes a legal, valid, binding and enforceable obligation of the result Company or such Guarantor and creates a valid perfected Lien in favor of clause (a) by the Capitalization MultipleCollateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby; and 3. Owner(e) such other information, Manager documentation, and certifications as may be reasonably required by the holder of such Mortgage shall have entered into a Subordination Agreement (Collateral Agent or necessary in order to be recorded create valid, perfected and subsisting Liens in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value favor of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified MortgageCollateral Agent, or (ii) in subject to Permitted Liens, against the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined Premises covered by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageMortgages."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within ninety (90) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s title insurance policies (or marked up title commitments having the effect of policies of title insurance) or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction without surveys or survey coverage (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods by a completed “Life of Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the Coverage Ratio; then (b) multiplying Collateral Agent and otherwise in compliance with the result of clause (a) by the Capitalization MultipleFlood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedv) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than the Borrower or one of its Subsidiaries, or (ii) in where, despite the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value commercially reasonable efforts of the Inn. If the parties Borrower to obtain such consent, such consent cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageobtained."

Mortgages. A. Owner The Administrative Agent shall be permitted have received counterparts of Mortgages in form and substance reasonably satisfactory to encumber the Inn and/or Administrative Agent, duly executed and delivered by the Site with any Mortgageapplicable EPL Obligors in a sufficient number of counterparts for the due recording in each applicable recording office, provided that such Mortgage meets all granting to the Administrative Agent (or a trustee appointed by the Administrative Agent) for the benefit of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Secured Parties first and is prior Liens on commercially reasonable terms Oil and conditions; 2. As Gas Properties such that (A) as of the date of the proposed financingEighth Amendment Effective Date, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy Mortgaged Properties constitute at least eighty-five percent (7085%) of the fair market total value of the Inn; or Proved Reserves of the Borrower and its Subsidiaries (yincluding the EPL Obligors) and at least eighty-five percent (85%) of the total value of the Proved Developed Producing Reserves of the Borrower and its Subsidiaries (including the EPL Obligors), and (B) the dollar amount obtained EPL Mortgaged Properties constitute at least eighty-five percent (85%) of the total value of the Proved Reserves of EPL and its Subsidiaries and at least eighty-five percent (85%) of the total value of the Proved Developed Producing Reserves of EPL and its Subsidiaries, as well as such other agreements, documents and other writings as may be reasonably requested by the Administrative Agent, including, without limitation, UCC-1 financing statements, together with: (a1) dividing evidence of the average annual Operating Profit completion (or satisfactory arrangements for the twentycompletion) of all recordings and filings of such Mortgages as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, perfected first priority Lien against the properties purported to be covered thereby; (2) a certificate from an Authorized Officer of the Borrower certifying that, the Mortgaged Properties constitute at least eighty-six five percent (2685%) most recent full Accounting Periods by of the Coverage Ratio; then total value of the Proved Reserves of the Borrower and its Subsidiaries (bincluding the EPL Obligors) multiplying and at least eighty-five percent (85%) of the result total value of clause the Proved Developed Producing Reserves of the Borrower and its Subsidiaries (aincluding the EPL Obligors), and that the EPL Mortgaged Properties constitute at least eighty-five percent (85%) by of the Capitalization Multipletotal value of the Proved Reserves of EPL and its Subsidiaries and at least eighty-five percent (85%) of the total value of the Proved Developed Producing Reserves of EPL and its Subsidiaries; and (3. Owner) such other approvals, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgageopinions, or (ii) documents as the Administrative Agent may reasonably request in form and substance reasonably satisfactory to the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageAdministrative Agent."

Mortgages. A. Owner shall be permitted Holdings will, or will cause the applicable Subsidiary to, provide the Notes Collateral Agent with a Mortgage with respect to encumber any Material Real Property that is the Inn and/or the Site with any Mortgagesubject of a notice delivered pursuant to Section 4.17(d), provided that such Mortgage meets all within one hundred and fifty (150) days of the following requirementsacquisition, formation or designation of such Subsidiary or the acquisition of such Material Real Property (or so long as the Credit Agreement is in effect, such later date as the date required by the Credit Agreement Collateral Agent, for the equivalent actions thereunder), together with: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing evidence that counterparts of the average annual Operating Profit Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices necessary to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 4.12 and to any applicable Intercreditor Agreement, a valid and subsisting perfected Lien on such Material Real Property in favor of the Notes Collateral Agent for the twenty-six (26) most recent full Accounting Periods by benefit of the Coverage Ratio; then Noteholder Secured Parties and that all filing and recording taxes and fees have been paid; (b) multiplying Mortgage Policies, insuring the result Mortgages to be valid subsisting Liens on the property described therein, subject only to Permitted Liens, and substantially similar to those delivered to the Credit Agreement Collateral Agent; (c) customary opinions of clause counsel in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and the due authorization, execution and delivery of the Mortgages, substantially similar to those delivered to the Credit Agreement Collateral Agent; (ad) by American Land Title/American Congress on Surveying and Mapping surveys (or, if provided to the Capitalization MultipleCredit Agreement Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements to the Notes Collateral Agent; and 3. Owner, Manager (e) any environmental assessment reports and reliance letters or other related documents that were delivered to the holder of such Mortgage shall have entered into a Subordination Credit Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowCollateral Agent. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner shall be permitted With respect to encumber any fee owned or leasehold interest in any real property that is acquired by the Inn and/or Company or a Guarantor after the Site with any Mortgage, provided Issue Date that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; is required to become subject to a Lien securing RCF Claims or (y) has (A) a purchase price or (B) a Fair Market Value greater than $2.5 million (such real property referred to individually and collectively as the dollar amount obtained by “Premises”), within 90 days of acquisition, the Company shall: (a) dividing deliver to the average annual Operating Profit Collateral Agent, as mortgagee, for the twenty-six (26) most recent full Accounting Periods benefit of the Holders, fully executed Mortgages, duly executed by the Coverage Ratio; then Company or such Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), or all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) multiplying use its commercially reasonable efforts to deliver to the result Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and a standard survey exception and exceptions to policy coverage which are standard in the state in which the Premises are located and the removal of which are prohibited by such state’s laws and/or regulations, and such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) to the extent that a standard survey exception is not contained in the mortgagee’s title policy delivered in accordance with clause (ab) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.024.22, with respect to the fair market value covered Premises, use its commercially reasonable efforts to deliver to the Collateral Agent the most recent survey of the Inn shall be such Premises, together with either (i) as set forth an updated survey certification in any then current appraisal obtained or accepted by an Institutional Lender favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in connection with a Qualified Mortgage, the facts depicted in the survey or (ii) an affidavit from the Company or such Guarantor stating that there has been no change, other than, in each case, the changes that do not materially adversely affect the use by the Company or such Guarantor of such Premises for the Company’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises; and (d) deliver an opinion of counsel that such Mortgage has been duly authorized, executed and delivered by the Company or such Guarantor, constitutes a valid, binding and enforceable obligation of the Company or such Guarantor and creates a valid perfected Lien in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable Premises purported to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagecovered thereby."

Mortgages. A. Owner shall be permitted On or prior to encumber August 7, 1999, and at the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all expense of the following requirements: 1. The proposed Mortgage is Borrower, deliver to the Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance reasonably satisfactory to the Administrative Agent (as amended, supplemented or otherwise modified from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financingtime to time in accordance with their terms, the aggregate principal balance of all Mortgages encumbering "Mortgages") and covering the Innproperties that the Administrative Agent determines, including the proposed Mortgagein its reasonable judgment, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained necessary or accepted by an Institutional Lender desirable in connection with the Facilities (provided that, in no event, shall the book value of any such property be less than $1,500,000), duly executed by the Company, together with: (A) evidence that counterparts of the Mortgages have been duly recorded on or before August 7, 1999 in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a Qualified Mortgage, or valid first and subsisting Lien on the property described therein in favor of the Lender Parties and that all filing and recording taxes and fees have been paid, (iiB) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers, reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association form surveys; certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys in located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market valueencroachments, either party may request that a licensed appraiser (by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to both partiesthe Agent, (D) shall determine the fair market value Assignments of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be Leases and Rents referred to in this Agreement the Mortgages, duly executed by the Company, (E) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as a "Qualified Mortgagethe Administrative Agent may reasonably deem necessary or desirable and as the Borrower shall be able to obtain (using all reasonable efforts), (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing On the average annual Operating Profit Effective Date, the Collateral Agent shall have received: (i) fully executed counterparts of Mortgages, in form and substance reasonably satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property located in the United States or any State thereof that is owned or leased by any US Credit Party and that is designated as a “US Mortgaged Property” on Part A of Schedule IV, together with evidence that counterparts of such Mortgages have been delivered to the title insurance company retained by the US Borrower in connection with the execution and delivery of such Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien, subject only to Permitted Encumbrances, on each such US Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the twenty-six benefit of the Secured Parties; and (26ii) most recent full Accounting Periods Mortgage Policies on the Mortgages for the US Mortgaged Properties issued by Chicago Title Insurance Company or such other title company as may be reasonably acceptable to the Coverage Ratio; then Administrative Agent in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that each of the Mortgages on such US Mortgaged Properties is a valid and enforceable first priority mortgage lien on such US Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances, and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent in its discretion may reasonably request, shall not include an exception for mechanics’ liens, and shall provide for affirmative insurance and such reinsurance as the Collateral Agent in its discretion may reasonably request. (b) multiplying On the result Effective Date, with respect to each parcel of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be Real Property located (i) as set forth in Canada that is owned by the Canadian Borrower or any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or of its Subsidiaries and (ii) in the absence United Kingdom that is owned by the UK Borrower or any of its Subsidiaries, in each case that is designated on Part C of Schedule IV as a “Foreign Mortgaged Property”, the respective Foreign Credit Party owning same shall have executed and delivered such an appraisalsecurity documentation as the Collateral Agent may reasonably request to create a valid and enforceable first priority mortgage lien, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable subject only to both parties) shall determine Canadian Permitted Encumbrances in the fair market value case of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be Foreign Mortgaged Property referred to in clause (i) of this Agreement Section 3.13(b) and only to Permitted Encumbrances in the case of the Foreign Mortgaged Property referred to in clause (ii) of this Section 3.13(b), on each such Foreign Mortgaged Property in favor of the Collateral Agent (or such other agent or trustee as may be required or desired under local law) for the benefit of the Secured Parties. All actions required pursuant to this Section 3.13(b) shall be taken to the reasonable satisfaction of the Administrative Agent. (c) On the Effective Date, with respect to each parcel of Real Property located (i) in Canada that is leased by the Canadian Borrower or any of its Subsidiaries and (ii) in the United Kingdom that is leased by the UK Borrower or any of its Subsidiaries, in each case that is designated on Part C of Schedule IV as a "Qualified Mortgage“Foreign Lease Subject to an Assignment For Security Purposes”, the respective Foreign Credit Party leasing same shall have executed and delivered such security documentation as the Collateral Agent may reasonably request to create an assignment for security purposes on such Foreign Credit Party’s Leasehold interest in the respective Foreign Mortgaged Property. All actions required pursuant to this Section 3.13(c) shall be taken to the reasonable satisfaction of the Collateral Agent."

Mortgages. A. Owner shall be permitted to encumber The Borrower will, or will cause the Inn and/or applicable Loan Party to, provide the Site Collateral Agent with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent in the case of Material Real Property that is not located in the United States, such security documents with respect thereto reasonably requested by the Collateral Agent, subject to the Agreed Security Principles, and (70%y) in the case of Material Real Property that is located in the United States, a Mortgage with respect to any such Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within 90 days of the formation or acquisition of such Material Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent (acting at the direction of the Required Lenders) may agree), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements, including zoning endorsements, available in the applicable jurisdiction and in amounts, reasonably acceptable to the Collateral Agent (not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured (as applicable) by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (yincluding endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the dollar amount obtained by Collateral Agent may reasonably request and is available in the applicable jurisdiction and with respect to any property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation (aor other similar company reasonably acceptable to the Collateral Agent), in each case to be reasonably satisfactory to the Collateral Agent; (iii) dividing the average annual Operating Profit customary Opinions of Counsel for the twentyapplicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings, the authorization, execution and delivery of the Mortgages and such other matters as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Collateral Agent; (iv) American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with customary no change affidavits, in each case certified to the Collateral Agent if deemed necessary by Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements; (v) a completed “Life-six of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property (26where applicable) most recent full Accounting Periods containing improved land addressed to the Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Coverage Ratio; then Federal Emergency Management Agency (bor any successor agency) multiplying to be a special flood hazard area, the result Borrower’s duly executed acknowledgement of clause (a) by receipt of written notification from the Capitalization MultipleCollateral Agent about special flood hazard area status and flood disaster assistance and evidence of compliance with the Flood Insurance Requirements; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be available environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with a Qualified Mortgage, such formation or (ii) in the absence acquisition of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value any Material Subsidiary or acquisition of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageany Material Real Property."

Mortgages. A. Owner shall be permitted With respect to encumber any fee interest in any real property that (a) is acquired by the Inn and/or Company or a Guarantor after the Site with any Mortgage, provided Issue Date that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from does not constitute an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Excluded Asset set forth in clause (x) seventy percent (70%3) of the fair market value of the Inn; definition thereof or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) whether owned by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into Company or a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) Guarantor as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) Issue Date or subsequently acquired by the Company or a Guarantor, ceases to constitute an Excluded Asset as set forth in any then current appraisal obtained clause (3) of the definition thereof (such real property referred to individually and collectively as the “Premises”), within 120 days of such acquisition or accepted cessation (as applicable), the Company will or will cause the applicable Guarantor, as the case may be, to: (1) deliver to the Collateral Agent, as mortgagee, for the benefit of the Notes Secured Parties, fully executed Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, together with evidence of the completion (or satisfactory arrangements for the completion), or all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens and the Intercreditor Agreements, against the Premises purported to be covered thereby; (2) deliver to the Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent in an Institutional Lender in connection with a Qualified amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and any other exceptions disclosed in such policy, and such policy shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment) of all premiums thereon; (3) deliver to the Collateral Agent, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge there has been no change in the absence facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and issue a survey endorsement to such policy; and (4) deliver an appraisalOpinion of Counsel to the Collateral Agent that such Mortgage has been duly authorized, as reasonably determined executed and delivered by Owner the Company or such Guarantor, constitutes a legal, valid, binding and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value enforceable obligation of the Inn. If Company or such Guarantor and creates a valid perfected Lien in the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes Premises purported to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagecovered thereby."

Mortgages. A. Owner shall be permitted With respect to encumber any real property (other than Non-Material Real Property) that is owned in fee simple by the Inn and/or Company or any Guarantor (collectively, the Site with any Mortgage“Premises”), provided that the Company or such Mortgage meets all Guarantor shall, within 90 days of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As later of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent the Restatement Date and (70%y) the acquisition thereof, as applicable: (a) deliver to the Collateral Agent, as mortgagee, for the benefit of the Holders, fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, and corresponding Uniform Commercial Code (or similar) fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding Uniform Commercial Code (or similar) fixture filings as may be necessary to create a valid, perfected first priority Lien in favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) deliver to the Collateral Agent, (i) mortgagee’s title insurance policies in favor of the Collateral Agent in an amount equal to 100% of the fair market value of the Inn; Premises purported to be covered by the related Mortgages, issued by a nationally recognized title insurance company selected by the Company or the applicable Guarantor and reasonably satisfactory to the Representative and the Collateral Agent, insuring the Lien of each such Mortgage as a first priority Lien subject only to Permitted Liens, and such policies shall also include, to the extent available and issued at commercially reasonable rates, customary endorsements or such endorsements as the Collateral Agent may reasonably request (yexcluding endorsements related to mechanics lien coverage) and shall be accompanied by evidence of the dollar amount obtained by payment in full (a) dividing the average annual Operating Profit or satisfactory arrangements for the twenty-six (26payment in full) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager all premiums thereon and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) in the absence of such an appraisal, as reasonably determined by Owner form and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (substance reasonably acceptable to both parties) the Company, the applicable Guarantor, the Collateral Agent and the Representative, as shall determine be reasonably required to induce the fair market value title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Inn. If Premises; (c) deliver to the parties canCollateral Agent current and future real property surveys of such Premises in such form as shall be reasonably required by the title company to issue the so- called comprehensive and other survey related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above, provided, however, that a survey shall not agree be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an appraiser within thirty existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer; (30d) days after completed “Life-of-Loan” Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination with respect to each mortgaged Premises subject to the date on which either party notifies the other that it wishes applicable FEMA rules and regulations, and if any such Premises is located in an area determined by FEMA to have the fair market value special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Inn be determined by an appraisalBoard of Governors; (e) existing environmental assessment reports with respect to any of the Premises, either party may elect to have the extent available and in the possession or reasonable control of the Company or any Guarantor; (f) deliver Opinions of Counsel to the Collateral Agent and the Representative (in form and substance reasonably satisfactory to them) in the jurisdictions where such fair market value determined Premises are located that such Mortgage has been duly authorized, executed and delivered by the Expert pursuant Company or such Guarantor, subject to Section 11.21. Any Mortgage which meets all applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), constitutes a legal, valid, binding and enforceable obligation of the requirements set forth Company or such Guarantor and creates a valid perfected Lien in this Section 8.02 favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby and such other matters as the Collateral Agent and the Representative shall reasonably request; and (g) such other information, documentation, and certifications as may be referred reasonably required by the Collateral Agent or the Representative or necessary in order to create valid, perfected and subsisting Liens in this Agreement as a "Qualified Mortgagefavor of the Collateral Agent, subject to Permitted Liens, against the Premises covered by the Mortgages."

Mortgages. A. Owner Within 60 days after the Effective Date, Holdings and the Borrower shall be permitted deliver to encumber the Inn and/or Collateral Agent, relating to each fee property listed on Item 7.1.13 ("Mortgaged Properties") of the Site Disclosure Schedule, either (x) with any respect to each property other than the property located at One Xxxxxxx Circle in St. Xxxx, Minnesota (the "New Mortgaged Property"), a modification to the Mortgage delivered pursuant to the Existing Credit Agreements or (y) with respect to the New Mortgaged Property, a Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As each dated as of the date of the proposed financingsuch delivery, duly executed by Holdings, the aggregate principal balance of all Mortgages encumbering Borrower or the Innapplicable U.S. Subsidiary, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by together with (a) dividing evidence of the average annual Operating Profit completion (or satisfactory arrangements for the twenty-six (26completion) most recent full Accounting Periods of all recordings and filings of such mortgage modification or Mortgage as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable effectively to confirm or create a valid, perfected, first priority Lien, subject to Liens permitted by Section 7.2.3, against the Coverage Ratio; then properties purported to be covered thereby; (b) multiplying bring-down" or "modification" endorsements to the result mortgagee's title insurance policies delivered pursuant to the Existing Credit Agreements, and with respect to the New Mortgaged Property, mortgagee's title insurance policies in favor of clause (a) the Collateral Agent for the benefit of the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Collateral Agent, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is indefeasible and that the interests created by the Capitalization MultipleMortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2.3 or as approved by the Lead Arrangers and the Collateral Agent, and such policies shall also include, to the extent available on commercially reasonable terms, a revolving credit endorsement and such other endorsements as the Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and 3. Owner(c) such other approvals, Manager opinions or documents as the Lead Arrangers and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowCollateral Agent may reasonably request. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner shall be permitted With respect to encumber the Inn and/or the Site each parcel of real property or leasehold interest with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the a current fair market value in excess of $1,500,000, as demonstrated in a manner reasonably satisfactory to the Agent, at the time of acquisition thereof, the following documents each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Agent: (A) one or more Mortgages covering the parcels of real Property of the Innrelevant Supplemental Guarantor or acquired by the Company or any Subsidiary thereof pursuant to a Permitted Acquisition financed hereunder (collectively, the "SUPPLEMENTAL MORTGAGES"), in each case duly executed and delivered by the Company or the relevant Subsidiary or Supplemental Guarantor, as applicable, in recordable form and, to the extent necessary under applicable law, for filing in the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed; CREDIT AGREEMENT 42 (B) one or more mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to the Agent (y"TITLE COMPANIES"), insuring the validity and priority of the Liens created under the Supplemental Mortgages for and in amounts satisfactory to the Agent, subject only to such exceptions as are satisfactory to the Majority Lenders; (C) current as-built surveys of each of the dollar amount obtained parcels to be covered by the Supplemental Mortgages and, in the case of certain surveys (aas agreed by the Company and the Agent), accompanied by a certificate of an appropriate officer or employee of the Company, which surveys shall be in form and content acceptable to the Agent and shall have been prepared by a registered surveyor acceptable to the Agent; (D) dividing upon request of the average annual Operating Profit Agent, certified copies of permanent and unconditional certificates of occupancy (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the parcels to be covered by the Supplemental Mortgages are located, then such other evidence reasonably satisfactory to each Lender) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the twenty-six (26) most recent full Accounting Periods use and operation of each such facility issued by the Coverage Ratio; then respective governmental authorities having jurisdiction over each such facility; (bE) multiplying upon request of the result Agent, in the case of clause Supplemental Mortgages covering leasehold interests, such estoppel, consents and other agreements from the lessor, the holder of a fee mortgage or a sublessee, as the Agent may reasonably request; (aF) upon request of the Agent, appraisals of each of the facilities located on the Properties covered by the Capitalization MultipleSupplemental Mortgages prepared by a Person, and using a methodology, satisfactory to the Agent; and 3. Owner(G) contemporaneously dated opinions of local counsel in the respective jurisdictions in which the properties covered by the Supplemental Mortgages are located, Manager substantially in the form of Exhibit F hereto (with such changes thereto as the Agent shall approve), and in each case, covering such other matters as the Agent may reasonably request (and the holder Company, each relevant Subsidiary of the Company and each Supplemental Guarantor hereby instructs such Mortgage counsel to deliver such opinion to the Lenders and the Agent). In addition, the Company shall have entered into a Subordination Agreement (paid to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value Title Companies all expenses and premiums of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Title Companies in connection with a Qualified Mortgage, or (ii) the issuance of such policies CREDIT AGREEMENT 43 and in addition shall have paid to the Title Companies an amount equal to the recording and stamp taxes payable in connection with recording the Supplemental Mortgages in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageappropriate jurisdictions."

Mortgages. A. Owner shall be permitted On the Initial Borrowing Date, the Borrower will, or will cause its respective Subsidiary to, deliver to encumber the Inn and/or Collateral Agent (i) fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Site with any Collateral Agent (each a "Mortgage" and, provided that such Mortgage meets collectively, the "Mortgages") covering all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Mortgaged Properties, and is on commercially reasonable terms and conditions; 2. As counterparts of such Mortgages shall have been duly recorded in all places to the extent necessary or, in the judgment of the date Collateral Agent, desirable, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the proposed financingCollateral Agent (or such other trustee as may be required or desirable under local law) for the benefit of the Banks, (ii) mortgage title insurance policies issued by title insurers reasonably satisfactory to the aggregate principal balance Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages in respect of the Mortgaged Properties are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties free and clear of all Mortgages encumbering the Inndefects and encumbrances except Permitted Encumbrances, including the proposed Mortgage, and such Mortgage Policies shall be no greater than in form and substance reasonably satisfactory to the lesser of: Collateral Agent and shall include an endorsement, and for mechanic liens and for any other manner that the Collateral Agent in its discretion may reasonably request and (xiii) seventy percent (70%) such opinions of counsel as the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Collateral Agent may reasonably request in connection with a Qualified Mortgagesuch Mortgages, or (ii) in the absence which opinions of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 counsel shall be referred in form and substance satisfactory to in this Agreement as a "Qualified Mortgagethe Collateral Agent."

Mortgages. A. Owner Duly executed originals of amendments to the Mortgages in form and substance satisfactory to Agent together with: (a) title insurance policy updates, current as-built surveys, zoning letters and certificates of occupancy, in each case satisfactory in form and substance to Agent, in its sole discretion, to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on each Mortgaged Property in favor of Agent for the benefit of itself and Lenders (or in favor of such other trustee as my be required or desired under local law); (b) evidence that counterparts of such amendments have been recorded in all places to the extent necessary or desireable in the judgment of Agent; and (c) an opinion of counsel in each state in which any Mortgaged Property is located in form and substance and from counsel satisfactory to Agent; U. AUDITED FINANCIALS; FINANCIAL CONDITION. Agent shall have received Borrower's audited Financial Statements for the twelve month period ended December 31, 2000 which have been certified by KMPG LLP, and the unaudited consolidated balance sheet of Borrower dated September 30, 2001. Borrower shall have provided Agent with its current operating statements, a consolidated balance sheet and statement of cash flows and Projections with respect to Borrower certified by its Chief Financial Officer, in each case in form and substance satisfactory to Agent, and Agent shall be permitted to encumber the Inn and/or the Site satisfied, in its sole discretion, with any Mortgage, provided that such Mortgage meets all of the following requirements: 1foregoing. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As Agent shall have further received a certificate of the date Chief Executive Officer and/or the Chief Financial Officer of Borrower or any other appropriate Person as determined by Agent, based on such Projections, to the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by effect that (a) dividing Borrower will be Solvent upon the average annual Operating Profit for consummation of the twenty-six (26) most recent full Accounting Periods by the Coverage Ratiotransactions contemplated herein; then (b) multiplying the result Projections are based upon estimates and assumptions stated therein, all of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (which Borrower believes to be recorded reasonable and fair in the real property records in the jurisdiction where the Site is located) light of current conditions and current facts known to Borrower and, as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as Closing Date, reflect Borrower's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection therein; and (c) containing such other statements with a Qualified Mortgage, or (ii) in respect to the absence solvency of such an appraisal, Borrower and matters related thereto as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) Agent shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagerequest."

Mortgages. A. Owner (a) Each of the Credit Parties shall duly execute and deliver to the Agent one or more mortgages or deeds of trust, as appropriate for the applicable jurisdiction in which the real property encumbered thereby is located, substantially in the form of Exhibit 8.2 hereto (each as amended, supplemented or otherwise modified from time to time in accordance with its terms, a "Mortgage" and, as amended, modified or supplemented from time to time, collectively referred to as the "Mortgages"), and all consents of third parties necessary to permit the effective granting of the Liens created in such mortgages and deeds of trust, in form and substance satisfactory to the Agent, as may be required by the Agent to grant to the Agent for the benefit of the Agent and the Lenders, except to the extent otherwise permitted to encumber under Section 13.2 hereof, a valid, perfected and enforceable first priority lien on and security interest in all present and future Real Property of such Credit Party or such Credit Party's Subsidiaries, wherever located, and all proceeds thereof, together with: (i) evidence of the Inn and/or insurance required by the Site with terms of any Mortgage, provided that such Mortgage meets all (ii) copies of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financingeach assigned agreement, the aggregate principal balance of all Mortgages encumbering the Innif any, including the proposed referred to in any Mortgage, shall be no greater together with a consent to such assignment in form and substance satisfactory to the Lenders, duly executed by each party to such assigned agreements other than Borrower, and (iii) evidence that all other action that the lesser of: (x) seventy percent (70%) of Agent may deem necessary or desirable in order to perfect and protect the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods Liens created by the Coverage Ratio; then Mortgages has been taken. (b) multiplying Each of the result of clause (a) by Credit Parties shall provide, at the Capitalization Multiple; and 3. OwnerCredit Parties' expense, Manager such additional documentation as the Agent and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded Lenders' would ordinarily require in the connection with real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02estate collateral, including without limitation, the fair market value following for each parcel of the Inn shall be Real Property owned by a Credit Party (other than Excluded Properties): (i) as set forth an appraisal performed in any then current appraisal obtained or accepted by an Institutional Lender in connection accordance with a Qualified Mortgage, or applicable law; (ii) in a mortgagee's policy of title insurance naming Agent for the absence benefit of the Lenders as insured; (iii) an environmental audit or such an appraisal, other due diligence or investigation as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably be acceptable to both partiesthe Agent and Lenders; and (iv) shall determine additionally with respect to all Real Properties (other than Excluded Properties), whether owned or leased by a Credit Party, such other certificates, consents, estoppel letters and third party documents as the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party Agent and Lenders may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagerequest."

Mortgages. A. Owner The Borrower shall use its best efforts to deliver to the Lender as soon as practicable, but in all events no later than May 1, 1999, deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form satisfactory to the Lender in its sole discretion and covering such of the real properties of the Borrower as the Lender may require (as amended from time to time in accordance with their terms, the "MORTGAGES"), duly executed by the Borrower, together with (A) evidence that counterparts of the Mortgages have been duly recorded in all filing or recording offices that the Lender may deem necessary or desirable in order to create a valid and subsisting Lien on the property described therein in favor of the Lender, (B) American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form, with endorsements and in amount acceptable to the Lender, issued and reinsured by title insurers acceptable to the Lender, insuring the Mortgages to be valid subsisting Liens on the property described therein, free and clear of all defects and encumbrances, excepting such encumbrances as Lender shall determine in its sole discretion, and providing for such other insurance and such reinsurance as the Lender may deem necessary or desirable, (C) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Lender may deem necessary or desirable, and (D) evidence that all other action that the Lender may deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken, subject, as to priority, only to such Liens as the Lender shall determine in its sole discretion; PROVIDED, HOWEVER, anything appearing herein to the contrary notwithstanding, the Borrower shall not be required to encumber its property located in Paramount, California (the "Paramount Property") under this Section 4.01(c) until the earlier of (i) June 9, 1999 (the "Applicable Date") and (ii) the date, if any, such property shall be permitted released to encumber the Inn and/or Borrower from the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is escrow in effect on commercially reasonable terms and conditions; 2. As of the date of hereof; PROVIDED, FURTHER, HOWEVER, that the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes provisions of this Section 8.02, the fair market value of the Inn 4.01(c) shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) not apply in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable event the Paramount Property is sold prior to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageApplicable Date."

Mortgages. A. Owner shall be permitted With respect to encumber any fee interest in any Real Property that is acquired by the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of Company or a Guarantor after the date of this Indenture that has a purchase price greater than $2,500,000 (such Real Property referred to individually and collectively as the proposed financing“Premises”), within 90 days of such acquisition, the aggregate principal balance Company shall or shall cause the applicable Guarantor, as the case may be, to: (1) deliver to the Collateral Agent, as mortgagee, for the benefit of the Notes Secured Parties, fully executed Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, together with evidence of the completion (or satisfactory arrangements for the completion) of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager recordings and the holder filings of such Mortgage shall have entered into as may be necessary to create a Subordination Agreement (valid, perfected Lien, subject to Permitted Liens and the Intercreditor Agreement, if any, against the Premises purported to be recorded covered thereby; (2) deliver to the Collateral Agent, a mortgagee’s title insurance policy in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value favor of the Inn Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and any other exceptions disclosed in such policy, and such policy shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment) of all premiums thereon; (3) deliver to the Collateral Agent the most recent survey (if any) of such Premises, together with (if such a survey is available) either (i) as set forth an updated survey certification in any then current appraisal obtained or accepted by an Institutional Lender favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in connection with a Qualified Mortgage, the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge there has been no change in the absence facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and issue a survey endorsement to such policy unless the title insurance company issuing the title policy otherwise agrees to remove the standard survey exception and deliver endorsements to such title insurance policy; and (4) deliver an appraisalOpinion of Counsel to the Collateral Agent that such Mortgage has been duly authorized, as reasonably determined executed and delivered by Owner the Company or such Guarantor, constitutes a legal, valid, binding and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value enforceable obligation of the Inn. If Company or such Guarantor and creates a valid perfected Lien in the parties cannot agree on an appraiser within thirty Premises purported to be covered thereby (30) days after the date on which either party notifies the other that it wishes in each case, subject to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagecustomary exceptions and qualifications)."

Mortgages. A. Owner shall be permitted A duly executed original Mortgage for each Mortgaged Property, dated the Closing Date, in form and substance reasonably satisfactory to encumber the Inn and/or the Site with any MortgageAgent, provided that such Mortgage meets all of the following requirementstogether with: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then environmental audits; (b) multiplying mortgage title insurance commitments for adequately protected and fully-paid valid title insurance with endorsements and in amounts acceptable to Agent in its Permitted Discretion, insuring that Agent, for the result benefit of clause the Secured Parties (a) by as defined in the Capitalization Multiple; and 3. OwnerSecurity Agreement), Manager and the holder of such Mortgage shall have entered into a Subordination Agreement perfected first priority Lien on such real property, evidence of which shall have been provided in form and substance reasonably acceptable to Agent (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below.“Title Insurance”); B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted if reasonably required by Agent an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner ALTA survey has been delivered for which all necessary fees have been paid and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable which is dated no more than 30 days prior to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes applicable Mortgage is recorded, certified to have Agent and the fair market value issuer of the Inn be determined title insurance policy in a manner reasonably satisfactory to Agent by an appraisala land surveyor duly registered and licensed in the state in which such Real Estate is located and acceptable to Agent, and shows all buildings and other improvements, any offsite improvements, the location of any easements, parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of: (A) encroachments, either party may elect by such improvements or on to such property, which have such fair market value determined by not been cured or insured over and (B) and other defects which have not been cured or insured over, other than encroachments and other defects acceptable to Agent (a “Real Estate Survey”); (ii) a letter of opinion from local counsel in the Expert state where the real property is located with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to Agent (a “Mortgage Opinion”); and (iii) to the extent deliverable pursuant to Section 11.21. Any Mortgage which meets the Credit Parties’ commercially reasonable efforts: (A) estoppel certificates executed by all tenants of the requirements set forth such Mortgaged Property and (B) such other consents, agreements and confirmations of lessors and third parties as Agent may deem necessary or desirable; and (d) if required by Agent or applicable law, Flood Insurance, and such other documents, instruments or agreements reasonably requested by Agent, in this Section 8.02 shall be referred each case, in form and substance reasonably satisfactory to in this Agreement as a "Qualified MortgageAgent."

Mortgages. A. Owner With respect to any real property (other than Non-Material Real Property) that is owned in fee simple by the Company or any Guarantor (collectively, the “Premises”), the Company or such Guarantor shall be permitted to encumber the Inn and/or the Site with any Mortgageuse commercially reasonable efforts to, provided that such Mortgage meets all within 180 days of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As later of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent the Issue Date and (70%y) the acquisition thereof, as applicable: (a) deliver to the Collateral Agent, as mortgagee, for the benefit of the Holders, fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, and corresponding Uniform Commercial Code (or similar) fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding Uniform Commercial Code (or similar) fixture filings as may be necessary to create a valid, perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) deliver to the Collateral Agent, (i) mortgagee’s title insurance policies in favor of the Collateral Agent in an amount equal to 100% of the fair market value of the Inn; Premises purported to be covered by the related Mortgages, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens in favor of the Collateral Agent thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and such policies shall also include, to the extent available and issued at ordinary rates, customary endorsements or such endorsements as the Collateral Agent may reasonably request (yexcluding endorsements related to mechanics lien coverage, creditors’ rights, environmental liens and survey matters (unless a satisfactory survey is made available) and shall be accompanied by evidence of the dollar amount obtained by payment in full (a) dividing the average annual Operating Profit or satisfactory arrangements for the twentypayment in full)) of all premiums thereon and (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-six called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Premises; (26c) most recent full Accounting Periods deliver to the Collateral Agent current (other than the Delaware Property) and future real property surveys of such Premises; (d) deliver Opinions of Counsel to the Collateral Agent in the jurisdictions where such Premises are located that such Mortgage has been duly authorized, executed and delivered by the Coverage Ratio; then (b) multiplying Company or such Guarantor, constitutes a legal, valid, binding and enforceable obligation of the result Company or such Guarantor and creates a valid perfected Lien in favor of clause (a) by the Capitalization MultipleCollateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby; and 3. Owner(e) such other information, Manager documentation, and certifications as may be reasonably required by the holder of such Mortgage shall have entered into a Subordination Agreement (Collateral Agent or necessary in order to be recorded create valid, perfected and subsisting Liens in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value favor of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified MortgageCollateral Agent, or (ii) in subject to Permitted Liens, against the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined Premises covered by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageMortgages."

Mortgages. A. Owner (i) The Administrative Agent shall have received a Mortgage with respect to each Facility, executed, notarized and delivered by a duly authorized officer of each party thereto. The list of Facilities is set forth on Schedule 4.2A. In the case of each real property leasehold interest constituting Facility, if required, the Administrative Agent shall have received in conjunction with execution and delivery of the Mortgage (A) such estoppel letters, consents and waivers from the landlords and any fee mortgage holders on such real property as may be obtained by the Loan Parties on a reasonable best efforts basis, which estoppel letters shall be permitted in the form and substance reasonably satisfactory to encumber the Inn and/or Administrative Agent, and (B) evidence that the Site applicable lease, a memorandum of lease with any Mortgagerespect thereto, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder other evidence of such Mortgage shall have entered into a Subordination Agreement (lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the real property records extent necessary or desirable, in the jurisdiction where reasonable judgment of the Site is locatedAdministrative Agent, so as to enable the Mortgage encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Liens permitted hereunder) on such leasehold interest in favor of the Administrative Agent (or such other Person as further described in Section 8.03 belowmay be required or desired under local law) for the benefit of the Lenders. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) The Administrative Agent shall have received in respect of each Facility a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall be in an amount satisfactory to the Administrative Agent; be issued at ordinary rates; insure that the Mortgage insured thereby creates a valid first Lien on such Facility free and clear of all defects and encumbrances, except as disclosed therein; name the Administrative Agent for the benefit of the Lenders as the insured thereunder; be in the absence form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); contain such an appraisalendorsements and affirmative coverage as the Administrative Agent may reasonably request; and be issued by title insurance companies satisfactory to the Administrative Agent ("Title Insurance Companies"). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iii) The Administrative Agent shall have received title rundowns and a copy of all recorded documents referred to, or listed as reasonably determined by Owner exceptions to title in, the title policy or policies referred to above and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine copy of other material documents affecting the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined Mortgaged Facilities requested in writing by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageAdministrative Agent."

Mortgages. A. Owner shall be permitted to encumber At the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all request of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of Agent or the date of the proposed financingRequired Lenders, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be deliver (i) as set forth with respect to any existing Restaurants on property owned in any then current appraisal obtained fee by either Borrower which is not subject to an Existing Mortgage on the Effective Date, a deed of trust, trust, deed or accepted by an Institutional Lender mortgage substantially in connection the form of Exhibit H hereto together with a Qualified Mortgage, or the documents indicated below and (ii) in the absence case of property which is leased, use its best efforts to deliver, deeds of trust, trust deeds, mortgages, leasehold mortgages, and leasehold deeds of trust in substantially the form of Exhibit H to the Existing Credit Agreement (as amended from time to time in accordance with their terms, the "New Restaurant Mortgages"), duly executed by the relevant Borrower, together with: (A) evidence that counterparts of the New Restaurant Mortgages have been duly recorded in all filing or recording offices that the Lenders may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Lenders, (B) American Land Title Association Lender's Extended Coverage title insurance policies ("Mortgage Policies") in form, with endorsements and in amount acceptable to the Agent, issued and reinsured by title insurers acceptable to the Agent, insuring the New Restaurant Mortgages on the properties identified therein to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such an appraisalother affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such reinsurance as the Agent may deem necessary or desirable, (C) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as the Required Lenders may reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser deem necessary or desirable, (reasonably acceptable to both partiesD) shall determine the fair market value evidence of the Inn. If insurance required by the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value terms of the Inn be determined by an appraisalNew Restaurant Mortgages, either party and (E) evidence that all other action that the Required Lenders may elect reasonably deem necessary or desirable in order to have such fair market value determined by create valid first and subsisting Liens on the Expert pursuant to Section 11.21. Any Mortgage which meets all of property described in the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageNew Restaurant Mortgages has been taken."

Mortgages. A. Owner shall be permitted The applicable Loan Party will provide the Collateral Agent with a Mortgage with respect to encumber any Material Real Property that is the Inn and/or the Site with any Mortgagesubject of a notice delivered pursuant to Section 6.11(2)(a), provided that such Mortgage meets all within one hundred and twenty (120) days of the following requirementsacquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: 1. The proposed Mortgage is from an Institutional Lender (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and is delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on commercially reasonable terms such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and conditionsthat all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; 2. As of (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the date of equivalent or other form available in each applicable jurisdiction (the proposed financing“Mortgage Policies”) in form and substance, with endorsements available in the aggregate principal balance of all Mortgages encumbering applicable jurisdiction without zoning/permitting opinions and in amounts, reasonably acceptable to the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Innreal properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have an adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; or provided that such Mortgage Policies shall not include a general mechanics’ lien exception; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with no change Mortgaged affidavits, in each case certified to the Collateral Agent if deemed necessary by Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent (if reasonably requested by the Coverage Ratio; then Collateral Agent); (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to the result portion of clause (a) each Material Real Property consisting of real property improved by buildings or mobile homes addressed to the Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Lead Borrower’s duly executed acknowledgment of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, environmental assessment reports and reliance letters (if any) reasonably acceptable to the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained Collateral Agent that have been prepared or accepted by an Institutional Lender received in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than a Loan Party or one of its Subsidiaries, or (ii) in where, despite the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value commercially reasonable efforts of the Inn. If the parties applicable Loan Party to obtain such consent, such consent cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageobtained."

Mortgages. A. Owner Upon the occurrence and continuance of an Event of Default the Administrative Agent may, upon five (5) Business Days prior written notice to the Co-Borrowers, record the Mortgages and, in connection therewith, the Co-Borrowers shall provide to the Administrative Agent, within fifteen (15) Business Days following such date, (a) a title policy and a lender’s title insurance binder issued by an insurance company authorized to transact business in the State of New York and acceptable to the Administrative Agent naming the Administrative Agent as insured and insuring that the Mortgages create continuing, valid liens on the Embassy Premises, the Jupiter Premises, the Tampa Premises and the Bowling Green Premises, prior to all Liens (other than Permitted Liens), and each securing an amount and on terms and conditions satisfactory to the Required Lenders at such time, (b) a current legal description and updated survey of the Embassy Premises, the Jupiter Premises, the Tampa Premises and the Bowling Green Premises, certified to the Administrative Agent and the title company, (c) a certificate of insurance from an independent insurance broker confirming the insurance required to be permitted maintained pursuant to encumber the Inn and/or Mortgages, with respect to the Site Embassy Premises, the Jupiter Premises, the Tampa Premises and the Bowling Green Premises, each naming the Administrative Agent as mortgagee with respect to such insurance, and (d) such other documents, promissory notes, agreements and information, including opinions of counsel, that the Administrative Agent may request. The Co-Borrowers acknowledge that the Mortgages have been prepared based upon a standard New York form of Mortgage and agree to make such changes to the forms of Mortgages and execute such additional documents as may be required in order to record such Mortgages in any Mortgagejurisdiction other than the State of New York, provided and to employ local counsel with respect to any such Mortgage as the Administrative Agent may require in order to ensure that such Mortgage meets all of properly grants to the following requirements: 1Administrative Agent a recorded on the premises referenced therein. The proposed Mortgage is from an Institutional Lender Co-Borrowers further agree to pay all title insurance premiums, recording and is on commercially reasonable terms filing fees and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods charges and other expenses incurred by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Administrative Agent in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value recording of the Inn. If Mortgages and the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies delivery of the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert documents required pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage6.14."

Mortgages. A. Owner On or prior to the Restatement Effective Date, the Borrower shall have duly authorized, executed and delivered the Mortgages in appropriate form for recording, with respect to the properties located in Omaha, Nebraska, Xxxxxx Lake, Iowa and Marshfield, Wisconsin, together with: (i) funds sufficient to pay any filing or recording tax or fee in connection with any and all UCC-1 financing statements and the Mortgages; (ii) with respect to each Mortgaged Property, an ALTA Loan Policy 1970 (10-17-70) (or other form acceptable to the Collateral Agent and the Lenders) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Collateral Agent and the Lenders insuring (or undertaking to insure, in the case of a binder) that the Mortgage creates and constitutes a valid first Lien against the Mortgaged Property in favor of the Collateral Agent, subject only to exceptions acceptable to the Collateral Agent and the Lenders, with such endorsements and affirmative insurance as the Collateral Agent or any Lender may reasonably request; (iii) evidence that the Collateral Agent has been named as loss payee under all policies of casualty insurance, and as additional insured under all policies of liability insurance, required by the Mortgage; (iv) flood insurance and earthquake insurance on terms satisfactory to the Collateral Agent and the Lenders; (v) current ALTA surveys and surveyor's certification as to all real property and all land covered by a lease in respect of which there is delivered a Mortgage, or as may be reasonably required by the Collateral Agent, each in form and substance satisfactory to the Collateral Agent and the Lenders; (vi) proof of payment of all title insurance premiums, documentary stamp or intangible taxes, recording fees and mortgage taxes payable in connection with the recording of any Mortgage or the issuance of the title insurance policies (whether due on the Closing Date or in the future) including sums due in connection with any future advances; (vii) such consents, estoppels, subordination agreements and other documents and instruments executed by landlords, tenants and other Persons party to material contracts relating to any Collateral as to which the Collateral Agent shall be permitted to encumber granted a Lien for the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all benefit of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financingLenders, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods as requested by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization MultipleCollateral Agent or any Lender; and 3. Owner(viii) evidence that all other actions necessary or, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value opinion of the Inn shall be (i) as set forth in any then current appraisal obtained Collateral Agent or accepted by an Institutional Lender in connection with a Qualified Mortgagethe Lenders, or (ii) in desirable to perfect and protect the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined first priority Lien created by the Expert pursuant Mortgages, and to Section 11.21. Any Mortgage which meets all of enhance the requirements set forth Collateral Agent's ability to preserve and protect its interests in this Section 8.02 shall be referred and access to in this Agreement as a "Qualified Mortgage."the Collateral, have been taken;

Mortgages. A. Owner The following documents each of which shall be permitted executed (and, where appropriate, acknowledged) by Persons satisfactory to encumber the Inn and/or Agent: (i) one or more Mortgages covering the Site with any Mortgageparcels of real Property of each of Xxxxxxx and Guest Choice identified in Schedule IV hereto (collectively, provided that such Mortgage meets all the "XXXXXXX MORTGAGES"), in each case duly executed and delivered by Xxxxxxx or Guest Choice, as applicable, in recordable form and, to the extent necessary under applicable law, for filing in the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed; (ii) one or more mortgagee policies of title insurance on forms of and issued by one or more Title Companies, insuring the validity and priority of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Liens created under the Xxxxxxx Mortgages (except as identified in Schedule IV hereto) for and is on commercially reasonable terms and conditionsin amounts satisfactory to the Majority Lenders, subject only to such exceptions as are satisfactory to the Majority Lenders; 2. As (iii) current as-built surveys of each of the date parcels identified in Schedule IV hereto to be covered by the Xxxxxxx Mortgages and, in the case of certain surveys identified in said Schedule IV, accompanied by a certificate of an appropriate officer or employee of the proposed financingCompany, which surveys shall be in form and content acceptable to the Agent and shall have been prepared by a registered surveyor acceptable to the Agent; (iv) upon request of the Agent, certified copies of permanent and unconditional certificates of occupancy (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the parcels to be covered by the Xxxxxxx Mortgages are located, then such other evidence reasonably satisfactory to each Lender) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the use and operation of each such facility issued by the respective governmental authorities having jurisdiction over each such facility; (v) upon request of the Agent, in the case of Xxxxxxx Mortgages covering leasehold interests, such estoppel, consents and other agreements from the lessor, the aggregate principal balance holder of all Mortgages encumbering a fee mortgage or a sublessee, as the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Agent may reasonably request; (xvi) seventy percent (70%) upon request of the fair market value Agent, appraisals of each of the Inn; or (y) facilities located on the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods Properties covered by the Coverage Ratio; then (b) multiplying Xxxxxxx Mortgages and identified in Schedule IV hereto prepared by a Person, and using a methodology, satisfactory to the result of clause (a) by the Capitalization MultipleAgent; and 3. Owner(vii) contemporaneously dated opinions of local counsel in the respective jurisdictions in which the properties covered by the Xxxxxxx Mortgages are located, Manager substantially in the form of Exhibit F- 1 hereto (with such changes thereto as the Agent shall approve), and in each case, covering such other matters as the Agent may reasonably request (and each Obligor hereby instructs such counsel to deliver such opinion to the Lenders and the holder of such Mortgage Agent). In addition, the Company shall have entered into a Subordination Agreement (paid to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value Title Companies all expenses and premiums of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Title Companies in connection with a Qualified Mortgage, or (ii) the issuance of such policies and in addition shall have paid to the Title Companies an amount equal to the recording and stamp taxes payable in connection with recording the Xxxxxxx Mortgages in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageappropriate jurisdictions."

Mortgages. A. Owner shall be permitted Each of the Mortgages creates the Liens and/or assignments which it purports to encumber create, and the Inn and/or Mortgages and financing statements under the Site with UCC in respect of the Mortgages have been duly filed and recorded in such manner and in such places as are required by applicable law in order to create, preserve and protect the respective Liens thereof on the Collateral Properties and the assignment thereunder of any Mortgageleases and rents, provided that such Mortgage meets and to perfect the security interests created thereby in all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall Collateral Properties as to which a security interest may be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods perfected by the Coverage Ratio; then (b) multiplying filing of a financial statement under the result of clause (a) by the Capitalization Multiple; and 3. OwnerUCC, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02all taxes, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender fees and other governmental charges due in connection with a Qualified Mortgagesuch recordings and filings have been paid; the Mortgages constitute valid, or (ii) binding and enforceable first priority mortgage Liens on the Collateral Properties constituting real property in favor of the Lender, subject only to Liens for real estate taxes and assessment not yet delinquent and other Liens expressly permitted by the respective Mortgages; the Mortgages create valid, binding and enforceable first priority security interests in and Liens on the Collateral Properties in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value nature of the Inn. If fixtures and personalty that can be encumbered by the parties cannot agree on an appraiser within thirty (30) days after Mortgage and, with respect to all Collateral Properties in the date on nature of personal property as to which either party notifies a security interest may be perfected by the other that it wishes to have filing of a financing statement under the fair market value UCC, a perfected security interest in all such Collateral Properties, in each case a favor of the Inn be determined by an appraisalLender, either party may elect subject only to have such fair market value determined Liens expressly permitted by the Expert pursuant respective Mortgages; and each Assignment creates a valid, binding and enforceable first priority assignment of and Lien on the rents, incomes, agreements and leases referred to Section 11.21. Any Mortgage which meets all therein in favor of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageLender."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and twenty (120) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction without surveys (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; or (y) real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the dollar amount obtained by (a) dividing Collateral Agent, insuring the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (Mortgages to be recorded in valid subsisting Liens on the real property records in described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the jurisdiction where Collateral Agent that do not have a material adverse impact on the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market use or value of the Inn shall be (i) Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) the Collateral Agent may reasonably request and is available in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."applicable jurisdiction;

Mortgages. A. Owner shall be permitted A duly executed original Mortgage for each Mortgaged Property, dated the Closing Date, in form and substance reasonably satisfactory to encumber the Inn and/or the Site with any MortgageAgent, provided that such Mortgage meets all of the following requirementstogether with: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then environmental audits; (b) multiplying mortgage title insurance commitments for adequately protected and fully-paid valid title insurance with endorsements and in amounts acceptable to Agent in its Permitted Discretion, insuring that Agent, for the result benefit of clause the Secured Parties (a) by as defined in the Capitalization Multiple; and 3. OwnerSecurity Agreement), Manager and the holder of such Mortgage shall have entered into a Subordination Agreement perfected second priority Lien on such real property, evidence of which shall have been provided in form and substance reasonably acceptable to Agent (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below.“Title Insurance”); B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted if reasonably required by Agent, an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner ALTA survey has been delivered for which all necessary fees have been paid and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable which is dated no more than 30 days prior to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes applicable Mortgage is recorded, certified to have Agent and the fair market value issuer of the Inn be determined title insurance policy in a manner reasonably satisfactory to Agent by an appraisala land surveyor duly registered and licensed in the state in which such Real Estate is located and acceptable to Agent, and shows all buildings and other improvements, any offsite improvements, the location of any easements, parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of: (A) encroachments, either party may elect by such improvements or on to such property, which have such fair market value determined by not been cured or insured over and (B) other defects which have not been cured or insured over, other than encroachments and other defects acceptable to Agent (a “Real Estate Survey”); (ii) a letter of opinion from local counsel in the Expert state where the real property is located with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to Agent (a “Mortgage Opinion”); and (iii) to the extent deliverable pursuant to Section 11.21. Any Mortgage which meets the Credit Parties’ commercially reasonable efforts: (A) estoppel certificates executed by all tenants of the requirements set forth such Mortgaged Property and (B) such other consents, agreements and confirmations of lessors and third parties as Agent may deem necessary or desirable; and (d) if required by Agent, Flood Insurance, and such other documents, instruments or agreements reasonably requested by Agent, in this Section 8.02 shall be referred each case, in form and substance reasonably satisfactory to in this Agreement as a "Qualified MortgageAgent."

Mortgages. A. Owner shall be permitted On or prior to encumber the Inn and/or 75th day following the Site Effective Date, deliver to the Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance reasonably satisfactory to the Administrative Agent and covering the properties listed on Schedule 5.01(p) hereto (together with any Mortgagethe Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 5.01(j), provided in each case as amended, the "MORTGAGES"), duly executed by the appropriate Loan Party, together with: (A) evidence that such Mortgage meets all counterparts of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Mortgages have been duly recorded on or before such day in all filing or recording offices that the Administrative Agent may deem necessary in order to create a valid first and is subsisting Lien on commercially reasonable terms and conditions; 2. As the property described therein in favor of the date Collateral Agent for the benefit of the proposed financingSecured Parties and that all filing and recording taxes and fees have been paid, (B) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "MORTGAGE POLICIES") in form and 79 85 substance, with endorsements and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary, (C) American Land Title Association form surveys, dated a date reasonably acceptable to the Administrative Agent, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the aggregate principal balance location of all Mortgages encumbering the Innany easements, including the proposed Mortgageparking spaces, shall be no greater than the lesser of: (x) seventy percent (70%) rights of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twentyway, building set-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager back lines and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in other dimensional regulations and the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market valueencroachments, either party may request that a licensed appraiser (by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to both partiesthe Administrative Agent, (D) shall determine to the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined extent reasonably requested by the Expert pursuant Administrative Agent, engineering, environmental, soils and other reports as to Section 11.21. Any Mortgage which meets all the properties described in the Mortgages, in form and substance and from professional firms reasonably acceptable to the Administrative Agent, (E) the Assignments of the requirements set forth in this Section 8.02 shall be Leases and Rents referred to in this Agreement as a "Qualified Mortgagethe Mortgages, duly executed by the appropriate Loan Party, (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may deem necessary in order to create valid and subsisting Liens on the property described in the Mortgages has been taken."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with As soon as available and in any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As event within 60 days of the date hereof, provide to the Administrative Agent deeds of trust, trust deeds and mortgages in substantially the proposed financing, form of Exhibit F hereto and covering the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater properties (other than the lesser of: Excluded Real Property) listed on Schedules 4.01(v) hereto (x) seventy percent (70%) together with the Assignments of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager Leases and the holder of such Mortgage shall have entered into a Subordination Agreement (Rents referred to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner therein and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the each other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert mortgage delivered pursuant to Section 11.21. Any Mortgage which meets all 5.01(j), in each case as amended, the "Mortgages"), duly executed by the appropriate Loan Party, together with: evidence that counterparts of the requirements set forth Mortgages have been duly recorded in this Section 8.02 shall all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid, fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable, the Assignments of Leases and Rents referred to in this Agreement as a "Qualified Mortgagethe Mortgages, duly executed by the appropriate Loan Party, evidence of the insurance required by the terms of the Mortgages, and evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken."

Mortgages. A. Owner At the request of the Agents or the Required Lenders (in their sole discretion), at any time after the Closing Date, Holdings, the Borrower and/or each Subsidiary Guarantor shall be cause the Administrative Agent and the Secured Parties to have, at all times, a first priority perfected security interest (subject only to Liens permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets hereunder) in all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender fee owned and is on commercially reasonable terms and conditions; 2. As leased real property of the date of the proposed financingHoldings, the aggregate principal balance of all Mortgages encumbering Borrower or the InnSubsidiary Guarantors, including so long as the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the book value or fair market value of each such property made subject to a Mortgage hereunder exceeds $2,000,000, by executing and delivering Mortgages that may be necessary in the Inn; reasonable opinion of the Administrative Agent to create a valid, first priority perfected Lien (subject only to Liens permitted hereunder) against such real property. Should the Agents or (y) Required Lenders elect to exercise the dollar amount obtained by option described in the immediately preceding paragraph, in connection with the execution and delivery of such Mortgages, Holdings and the Borrower shall, and shall cause each such Subsidiary Guarantor to: (a) dividing provide evidence of the average annual Operating Profit completion or satisfactory arrangements, for the twenty-six completion of all recordings and filings of each such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, first priority perfected Lien (26subject only to Liens permitted hereunder) most recent full Accounting Periods by against the Coverage Ratio; then properties purported to be covered thereby; (b) multiplying obtain mortgagee's title insurance policies in favor of the result Administrative Agent for the benefit of clause (a) the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by each Mortgage, insuring the mortgagor's title to such property and that the interests created by each Mortgage constitute valid first Liens thereon free and clear of all material defects and encumbrances other than as permitted hereunder or as otherwise approved by the Capitalization MultipleAdministrative Agent, and such policies shall also include a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and 3. Owner(c) provide such other approvals, Manager opinions, or documents as the Administrative Agent may reasonably request with respect to such real property, including, consents and estoppel agreements from landlords, and a reasonably current survey of each property purported to be covered by a Mortgage in form and substance reasonably satisfactory to the Administrative Agent and the holder of title insurer; provided that Holdings and its Subsidiaries shall not be required to use more than commercially reasonable efforts to obtain any such Mortgage shall have entered into a Subordination Agreement (documentation from third parties; provided that, with respect to be recorded in the any real property records in containing a manufacturing facility and leased by the jurisdiction where Borrower or any of its Subsidiaries on the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02Closing Date, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified MortgageBorrower will, or (ii) in will cause the absence of such an appraisalapplicable Subsidiary to, as reasonably determined by Owner and Manager. If Owner and Manager do not agree deliver a Mortgage on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days property no later than 30 Business Das after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageClosing Date."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of promptly as practicable after the date of the proposed financinghereof, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be and in no greater event later than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) 60 days after the date hereof, furnish to the Agent deeds of trust, trust deeds and mortgages, in form and substance satisfactory to the Agent, covering the properties listed on which either party notifies Schedule 5.01(p)(iii) (as amended, supplemented or otherwise modified from time to time in accordance with their terms and this Agreement, the other "MORTGAGES"), duly executed by the Borrower, together with: (A) evidence satisfactory to the Agent that it wishes to have the fair market value counterparts of the Inn Mortgages have been duly recorded on or prior to the date which is 60 days after the date hereof in all filing or recording offices that may be determined by an appraisal, either party necessary or that the Agent may elect deem desirable in order to have such fair market value determined by create a valid first and subsisting Lien on the Expert pursuant to Section 11.21. Any Mortgage which meets all property described therein in favor of the requirements set forth Agent, the Lenders, the Swing Line Bank, the Issuing Bank, the Existing Issuing Banks and the Hedge Banks and that all filing and recording taxes and fees have been paid, (B) a fully paid American Land Title Association Lender's Extended Coverage title insurance policy (the "MORTGAGE POLICIES") in this Section 8.02 shall form and substance, with endorsements and in an amount acceptable to the Agent, issued, coinsured and reinsured by title insurers acceptable to the Agent, insuring the Mortgages to be referred a valid first and subsisting Lien on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, other than Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as may be necessary or as the Agent may deem desirable, (C) an American Land Title Association form survey, dated no more than 30 days prior to the date that the Mortgages are furnished to the Agent hereunder, certified to the Agent and the issuer of the Mortgage Policies in this Agreement a manner satisfactory to the Agent by a land surveyor duly registered and licensed in the State in which the properties described in such surveys is located and acceptable to the Agent, showing all buildings and other improvements, any offsite improvements, the location of any easements, parking spaces, rights of way, building setback lines and other dimensional regulations and the absence of encroachments (either by such improvements on or to such property) and other defects, other than encroachments and other defects acceptable to the Agent, and (D) evidence that all other actions that may be necessary or that the Agent may deem reasonably desirable in order to create a valid first and subsisting Lien on the property described in the Mortgages has been taken and such other approvals, opinions or documents as a "Qualified Mortgagethe Agent may reasonably request."

Mortgages. A. Owner At the request of the Agents or the Required Lenders (in their sole discretion), at any time after the Closing Date, Holdings, the Borrower and/or each Subsidiary Guarantor shall be cause the Administrative Agent and the Secured Parties to have, at all times, a first priority perfected security interest (subject only to Liens permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets hereunder) in all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender fee owned and is on commercially reasonable terms and conditions; 2. As leased real property of the date of the proposed financingHoldings, the aggregate principal balance of all Mortgages encumbering Borrower or the InnSubsidiary Guarantors, including so long as the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the book value or fair market value of each such property made subject to a Mortgage hereunder exceeds $2,000,000, by executing and delivering Mortgages that may be necessary in the Inn; reasonable opinion of the Administrative Agent to create a valid, first priority perfected Lien (subject only to Liens permitted hereunder) against such real property. Should the Agents or (y) Required Lenders elect to exercise the dollar amount obtained by option described in the immediately preceding paragraph, in connection with the execution and delivery of such Mortgages, Holdings and the Borrower shall, and shall cause each such Subsidiary Guarantor to as promptly as practicable: (a) dividing provide evidence of the average annual Operating Profit completion or satisfactory arrangements, for the twenty-six completion of all recordings and filings of each such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, first priority perfected Lien (26subject only to Liens permitted hereunder) most recent full Accounting Periods by against the Coverage Ratio; then properties purported to be covered thereby; (b) multiplying obtain mortgagee's title insurance policies in favor of the result Administrative Agent for the benefit of clause (a) the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by each Mortgage, insuring the mortgagor's title to such property and that the interests created by each Mortgage constitute valid first Liens thereon free and clear of all material defects and encumbrances other than as permitted hereunder or as otherwise approved by the Capitalization MultipleAdministrative Agent, and, if requested by the Administrative Agent, such policies shall also include a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and 3. Owner(c) provide such other approvals, Manager opinions, or documents as the Administrative Agent may reasonably request with respect to such real property, including, consents and estoppel agreements from landlords, and a reasonably current survey of each property purported to be covered by a Mortgage in form and substance reasonably satisfactory to the Administrative Agent and the holder of title insurer; provided that Holdings and its Subsidiaries shall not be required to use more than commercially reasonable efforts (and shall not be required to make any payments) to obtain any such Mortgage documentation, or to obtain consents for leasehold mortgages, in each case from third parties; provided that without limiting the foregoing, leasehold mortgages only shall have entered into a Subordination Agreement (be required with respect to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection containing a material manufacturing facility with a Qualified Mortgage, or lease term (iiincluding extension options) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageat least 5 years."

Mortgages. A. Owner shall be With respect to any fee interest in any real property that is acquired by a Borrower or Guarantor after the Closing Date (other than any such real property subject to a Lien expressly permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: under clause (x) seventy percent (70%iii) of the fair market value definition of the Inn; Permitted Liens) that has (A) a purchase price or (yB) a Fair Market Value, greater than $2,500,000 (such real property referred to individually and collectively as the dollar amount obtained by “Premises”), within 90 days of acquisition, Parent shall: (a) dividing deliver to the average annual Operating Profit Collateral Agent, as mortgagee, for the twenty-six (26) most recent full Accounting Periods benefit of the Secured Parties, fully executed Mortgages, duly executed by the Coverage Ratio; then applicable Borrower or Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) multiplying use its commercially reasonable efforts to deliver to the result Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and a standard survey exception, and such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) to the extent that a standard survey exception is not contained in the mortgagee’s title policy delivered in accordance with clause (ab) by above, with respect to the Capitalization Multiple; and 3. Ownercovered Premises, Manager and use its commercially reasonable efforts to deliver to the holder Collateral Agent the most recent survey (to the extent such a survey exists) of such Mortgage shall have entered into Premises, together with, if a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02survey exists, the fair market value of the Inn shall be either (i) as set forth an updated survey certification in any then current appraisal obtained or accepted by an Institutional Lender favor of the Administrative Agent and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in connection with a Qualified Mortgage, the facts depicted in the survey or (ii) an affidavit from the applicable Borrower or Guarantor stating that there has been no change, other than, in each case, changes that do not materially adversely affect the use by such Borrower or Guarantor of such Premises for such Borrower’s or Guarantor’s business as so conducted, or intended to be conducted, at such Premises; and (d) deliver to the Collateral Agent an opinion of counsel that such Mortgage has been duly authorized, executed and delivered by such Borrower or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Borrower or Guarantor and creates a valid perfected Lien in the absence Premises purported to be covered thereby. With respect to any aircraft (including the related engines and spare engines) acquired after the Closing Date by any Borrower or Guarantor that is not financed or to be financed by Aircraft Acquisition Debt (and any such Aircraft Mortgage shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt with respect to the applicable assets in accordance with Section 5.07), Parent shall, or shall cause the applicable Loan Party to, promptly (i) (A) execute and deliver an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value Aircraft Mortgage in favor of the Inn. If Collateral Agent, for the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value benefit of the Inn be determined by an appraisalSecured Parties, either party may elect covering such assets, (B) deliver to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all Collateral Agent evidence of the requirements set forth filing for recordation with the FAA of such Aircraft Mortgage, together with any other necessary documents, instruments, affidavits or certificates as may be reasonably necessary to perfect and protect the Liens created thereby, including, without limitation, recordings and filings with the FAA and all filings and recording fees and taxes in this Section 8.02 respect thereof shall have been duly paid and (C) deliver to the Collateral Agent copies of the FAA form AC 8050-135 forms to be referred filed with the FAA, and (ii) deliver to the Administrative Agent an opinion of counsel that such Aircraft Mortgage has been duly authorized, executed and delivered by such Borrower or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Borrower or Guarantor and creates a valid perfected Lien in this Agreement as a "Qualified Mortgagesuch aircraft (including the related engines and spare engines)."

Mortgages. A. Owner (a) Within 60 days after the Closing Date, the --------- Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (b) Within 60 days after the Closing Date, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in paragraph (c) below (the "Title Insurance Company") shall have received, ----------------------- maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be permitted made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (i) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (ii) the lines of streets abutting the sites and width thereof; (iii) all access and other easements appurtenant to encumber the Inn and/or sites; (iv) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the Site with site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (v) any encroachments on any adjoining property by the building structures and improvements on the sites; (vi) if the site is described as being on a filed map, a legend relating the survey to said map; and (vii) the flood zone designations, if any, in which the Mortgaged Properties are located. (c) Within 60 days after the Closing Date, the Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request and (G) be issued by title companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (d) If requested by the Administrative Agent, within 60 days after such request, the Administrative Agent shall have received (i) a policy of flood insurance that (A) covers any parcel of improved real property that is encumbered by any Mortgage, provided that (B) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage meets all that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (C) has a term ending not later than the maturity of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained Indebtedness secured by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or and (ii) in confirmation that the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine Borrower has received the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert notice required pursuant to Section 11.21. Any Mortgage which meets all 208(e)(3) of Regulation H of the requirements set forth in this Section 8.02 Board. (e) The Administrative Agent shall be have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in this Agreement as paragraph (c) above and a "Qualified Mortgagecopy of all other material documents affecting the Mortgaged Properties."

Mortgages. A. Owner shall be permitted Mortgages duly executed by the appropriate Company or Subsidiary thereof with respect to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all each of the following requirementsProperties, together with: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As (i) evidence that counterparts of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: have been either (x) seventy percent (70%) of duly recorded on or before the fair market value of the Inn; Effective Date or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, in all filing or recording offices that the dollar Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien, subject to Permitted Liens, on the property described therein in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document and that all filing and recording taxes and fees have been paid; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amount obtained acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (aincluding, but not limited to, mechanics’ and materialmen’s Liens) dividing and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the average annual Operating Profit Credit Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the twentyAdministrative Agent may deem necessary or desirable; (iii) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-six called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policies referred to in subsection (26ii) most recent full Accounting Periods above; (iv) estoppel certificates executed by all tenants of the Properties; provided, however, that the Borrower shall only be required to use commercially reasonable efforts to obtain such executed estoppel certificates; (v) evidence of the insurance required by the Coverage Ratio; then terms of the Mortgages; (bvi) multiplying with respect to the result Xxxxxxx County Property, a duly executed Landlord Estoppel and Consent Agreement, substantially in the form attached hereto as Exhibit T hereto and otherwise in form and substance reasonably satisfactory to the Administrative Agent along with (x) a memorandum of clause (a) lease and purchase option in recordable form with respect to the leasehold interest and purchase option created under the Xxxxxxx County Lease, executed and acknowledged by the Capitalization Multipleowner of the affected real property, as lessor, or (y) evidence that the Xxxxxxx County Lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest; and 3. Owner(vii) such other consents, Manager agreements and confirmations of lessors and third parties as the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in Administrative Agent may deem necessary or desirable and evidence that all other actions that the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowAdministrative Agent may deem necessary or desirable. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner The Administrative Agent shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirementshave received: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing a Mortgage encumbering each Mortgaged Property, dated as of the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods Closing Date, duly executed by the Coverage Ratio; then applicable Obligor, in form for recording in the recording office of each political subdivision where such Mortgaged Property is located, together with such affidavits, certificates, questionnaires or other documents as shall be reasonably required in connection with the recording or filing thereof to grant a Mortgage under the laws of the jurisdiction where such Mortgaged Property is located; (b) multiplying evidence of the result completion of and payment for (or satisfactory arrangements for the completion of and payment for) all Title Policy premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, perfected first priority Lien against the Mortgaged Property identified in such Mortgage subject to Liens permitted by Section 7.2.3 and by the applicable Mortgage; (c) with respect to each Mortgage, a mortgagee's title insurance policy or commitment to issue such policy in favor of the Administrative Agent for the benefit of the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Administrative Agent, insuring that title to such property is indefeasible and that the interests created by the Lien of such Mortgage is a valid first priority Lien on the Mortgaged Property and fixtures described therein (a "Title Policy") free and clear of all defects and encumbrances other than as reasonably approved by the Administrative Agent, and such policies shall also include a current survey reading, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, first loss, last dollar, survey, contiguity, doing business, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request to the extent such endorsements are available in the applicable jurisdictions and such other affidavits, certificates, information (including financial information) and instruments of indemnification (including so-called "gap" indemnification) as the company issuing such Title Policy shall reasonably require to issue a Title Policy as described in this clause (ac); (d) by with respect to each Mortgage, such Filing Statements as may be necessary to perfect the Capitalization MultipleLien of the Administrative Agent for the benefit of the Secured Parties on the fixtures granted therein; and 3. Owner(e) a Survey with respect to each Mortgaged Property (other than the Mortgaged Property located in Tampa, Manager Florida and the holder of such Mortgage shall have entered into a Subordination Agreement (to Davie, Florida, which will be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value delivered within 30 days of the Inn shall Closing Date (or such later date as may be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable agreed to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageAdministrative Agent))."

Mortgages. A. Owner shall be permitted The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to encumber any Material Real Property that is the Inn and/or the Site with any Mortgagesubject of a notice delivered pursuant to Section 6.11(2)(a), provided that such Mortgage meets all within ninety (90) days of the following requirementsacquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: 1. The proposed Mortgage is from an Institutional Lender (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and is delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on commercially reasonable terms such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and conditionsthat all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; 2. As of (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the date of equivalent or other form available in each applicable jurisdiction (the proposed financing“Mortgage Policies”) in form and substance, with endorsements available in the aggregate principal balance of all Mortgages encumbering applicable jurisdiction and in amounts, reasonably acceptable to the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have an adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (yincluding endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the dollar amount obtained by Collateral Agent may reasonably request and is available in the applicable jurisdiction; (aiii) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings, the authorization, execution and delivery of the Mortgages and such other matters as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with no change Mortgaged affidavits, in each case certified to the Collateral Agent if deemed necessary by Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent (if reasonably requested by the Coverage Ratio; then Collateral Agent); (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with a Qualified Mortgagesuch acquisition, designation or (ii) in the absence formation of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value any Material Domestic Subsidiary or acquisition of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageany Material Real Property."

Mortgages. A. Owner shall be permitted On the Effective Date, the Borrower will, and will cause each of its Subsidiaries to, deliver to encumber the Inn and/or Collateral Agent (i) fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance satisfactory to the Site with any Collateral Agent (each a "Mortgage" and, provided that such Mortgage meets collectively, the "Mortgages") covering all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Mortgaged Properties, and is on commercially reasonable terms and conditions; 2. As counterparts of such Mortgages shall have been duly recorded in all places to the extent necessary or, in the judgment of the date Collateral Agent, desirable, effectively to create a valid and enforceable first priority mortgage Lien, subject only to Permitted Encumbrances, on each such Mortgaged Property in favor of the proposed financingCollateral Agent (or such other trustee as may be required or desirable under local law) for the benefit of the Banks, (ii) mortgage title insurance policies issued by title insurers reasonably satisfactory to the aggregate principal balance Collateral Agent (the "Mortgage Policies") in amounts reasonably satisfactory to the Collateral Agent and assuring the Collateral Agent that the Mortgages in respect of the Mortgaged Properties are valid and enforceable first priority mortgage Liens on the respective Mortgaged Properties free and clear of all Mortgages encumbering the Inndefects and encumbrances except Permitted Encumbrances, including the proposed Mortgage, and such Mortgage Policies shall be no greater than in form and substance reasonably satisfactory to the lesser of: Collateral Agent and shall include an endorsement for mechanic liens and for any other matter that the Collateral Agent in its discretion may reasonably request and (xiii) seventy percent (70%) such opinions of counsel as the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Collateral Agent may reasonably request in connection with a Qualified Mortgagesuch Mortgages, or (ii) in the absence which opinions of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 counsel shall be referred in form and substance satisfactory to in this Agreement as a "Qualified Mortgagethe Collateral Agent."

Mortgages. A. Owner (i) Deliver to the Applicable Collateral Agent a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) If requested by the Applicable Collateral Agent, which request shall be permitted made (if at all) promptly after the Closing Date hereof, deliver to encumber the Inn and/or Applicable Collateral Agent, and the Site with any Mortgagetitle insurance company issuing the policy referred to in clause (iii) below (the "Title Insurance Company"), provided that such Mortgage meets all maps or plats of an as-built survey of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As sites of the Mortgaged Properties certified to the Applicable Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Applicable Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, or in accordance with such other minimum standards as may be applicable in Canada, and, without limiting the generality of the proposed financingforegoing, there shall be surveyed and shown on such maps, plats or surveys the aggregate principal balance following: (A) the locations on such sites of all Mortgages encumbering the Innbuildings, including structures and other improvements and the proposed Mortgageestablished building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located. (iii) Deliver to the Applicable Collateral Agent in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be no in an amount 5% greater than the lesser of: (x) seventy percent (70%) greater of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgageaggregate net book value of land, or building and improvements and (ii) aggregate replacement value of land, buildings and improvements; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except those disclosed therein which are acceptable to the Applicable Collateral Agent in its reasonable discretion; (D) name the Applicable Collateral Agent for the benefit of the Lenders as the insured thereunder; (E) be in the absence form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies), or such an appraisalother form as the Applicable Collateral Agent may reasonably require; (F) contain such endorsements and affirmative coverage as the Applicable Collateral Agent may reasonably request to the extent available at commercially reasonable rates and (G) be issued by title companies reasonably satisfactory to the Applicable Collateral Agent (including any such title companies acting as co-insurers or reinsurers, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine at the fair market value option of the InnApplicable Collateral Agent). The Applicable Collateral Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If requested by the parties cannot agree on an appraiser within thirty Applicable Collateral Agent, which request shall be made (30if at all) days promptly after the date on which either party notifies the other that it wishes to have the fair market value receipt of the Inn be determined by applicable surveys referred to in clause (ii) above, and only with respect to any Mortgaged Property which is located in an appraisal, either party may elect to have such fair market value determined area designated a "flood hazard area" in any Flood Insurance Rate map published by the Expert Federal Emergency Management Association, deliver to the Applicable Collateral Agent (A) a policy of flood insurance that (1) covers such Mortgaged Property, (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not earlier than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Company has received the notice required pursuant to Section 11.21. Any Mortgage which meets all 208(e)(3) of Regulation H of the requirements set forth in this Section 8.02 Board. (v) If requested by the Applicable Collateral Agent, which request shall be made (if at all) promptly after the Closing Date hereof, deliver to the Applicable Collateral Agent a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in this Agreement as clause (iii) above and a "Qualified Mortgagecopy of all other material documents affecting the Mortgaged Properties." (vi) If requested by the Applicable Collateral Agent, which request shall be made (if at all) promptly after the Closing Date hereof, deliver to the Applicable Collateral Agent an environmental audit with respect to the real properties of Holdings, each Borrower, the Canadian Borrowers, and the Restricted Subsidiaries specified by the Applicable Collateral Agent.

Mortgages. A. Owner The Borrower shall have caused to be permitted delivered to encumber --------- the Inn and/or Administrative Agent, with copies to the Site with any MortgageSyndication Agent and the Documentation Agent, provided that such Mortgage meets all of the following requirements:documents and instruments with regard to each Mortgaged Property, providing for first priority mortgages (subject to the prior mortgage in favor of Society National Bank, Indiana with respect to the Borrower's real property and plant in Plainfield, Indiana, securing a principal amount not exceeding $4,500,000 (the "Plainfield Mortgage")): ------------------- 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing a Mortgage, in form and substance satisfactory to the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods Agents, duly executed by the Coverage Ratio; then owner of such Mortgaged Property, together with evidence of the due recordation thereof in the appropriate recording office of the political subdivision where such Mortgaged Property is situated (or evidence reasonably satisfactory to the Agents that such Mortgage, as appropriate, has been delivered to a nationally-recognized title insurance company for recording and that all fees, taxes and other expenses associated with such recording have been paid); (b) multiplying a mortgagee policy of title insurance (or endorsement thereto, as appropriate) in favor of the result Administrative Agent, issued by such title insurance company, in such amounts, with such endorsements, affirmative coverages, and reinsurance agreements as the Agents shall reasonably require, and otherwise in form and substance reasonably satisfactory to the Agents, insuring each Mortgage as a first lien on the property and interests covered thereby subject only to the Plainfield Mortgage and such other matters as are acceptable to the Agents, together with evidence that all premiums in respect of such policies have been paid in full and true and complete copies of all documents referred to therein; (c) certified perimeter surveys of the real property, other than the real property subject to the Plainfield Mortgage, covered by each Mortgage by registered surveyors as of a date and in form and substance acceptable to the Agents, bearing legal descriptions conforming exactly to those contained in the title insurance policy referred to in the preceding clause (ab); indicating the length of exterior boundary lines of the Mortgaged Property, locations of all buildings, utility or other easements, showing the location of all easements of record, encroachments, if any, and means of access to the real property from a public way; and the surveyor's original certification to the Administrative Agent and the title insurance company issuing the policies described in the preceding clause (b) and in the case of surveys with respect to the Mortgaged Properties which are dated more than 30 days prior to the Closing Date, such "affidavits of no change" as may be required by such title companies to omit the Capitalization Multiplestandard survey exception from such title insurance policies or endorsements; (d) evidence reasonably satisfactory to the Agents of all filings of financing statements under the UCC necessary or desirable to perfect the valid, first-priority lien granted by each Mortgage (or evidence reasonably satisfactory to the Agents that such financing statements have been delivered to a nationally recognized title company for filing and that all fees, taxes and other expenses associated with such filings have been paid), together with such searches of UCC, judgment and tax lien records as the Agents shall reasonably require; (e) certificates of insurance with respect to the insurance required to be maintained in respect of the property covered by each Mortgage pursuant to the terms of this Agreement and the other Loan Documents, naming the Administrative Agent as loss payee or additional named insured, as appropriate; and 3. Owner(f) such other agreements, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02instruments, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgageapprovals, consents, opinions, or (ii) in documents as the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageAgents request."

Mortgages. A. Owner shall be With respect to any fee interest in any real property that is acquired by an Issuer or Guarantor after the Issue Date (other than any such real property subject to a Lien expressly permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: under clause (x) seventy percent (70%iii) of the fair market value definition of the Inn; Permitted Liens) that has (A) a purchase price or (yB) a Fair Market Value greater than $2.5 million (such real property referred to individually and collectively as the dollar amount obtained by “Premises”), within 90 days of acquisition, Parent shall: (a) dividing deliver to the average annual Operating Profit Collateral Agent, as mortgagee, for the twenty-six (26) most recent full Accounting Periods benefit of the Holders, fully executed Mortgages, duly executed by the Coverage Ratio; then applicable Issuer or Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) multiplying use its commercially reasonable efforts to deliver to the result Collateral Agent, a mortgagee’s title insurance policy in favor of the Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and a standard survey exception, and such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) to the extent that a standard survey exception is not contained in the mortgagee’s title policy delivered in accordance with clause (ab) by above, with respect to the Capitalization Multiple; and 3. Ownercovered Premises, Manager and use its commercially reasonable efforts to deliver to the holder Collateral Agent the most recent survey (to the extent such a survey exists) of such Mortgage shall have entered into Premises, together with, if a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02survey exists, the fair market value of the Inn shall be either (i) as set forth an updated survey certification in any then current appraisal obtained or accepted by an Institutional Lender favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in connection with a Qualified Mortgage, the facts depicted in the survey or (ii) an affidavit from the applicable Issuer or Guarantor stating that there has been no change, other than, in each case, changes that do not materially adversely affect the use by such Issuer or Guarantor of such Premises for such Issuer’s or Guarantor’s business as so conducted, or intended to be conducted, at such Premises; and (d) deliver an Opinion of Counsel that such Mortgage has been duly authorized, executed and delivered by such Issuer or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Issuer or Guarantor and creates a valid perfected Lien in the absence Premises purported to be covered thereby. With respect to any aircraft (including the related engines and spare engines) acquired after the Issue Date by any Issuer or Guarantor that is not financed or to be financed by Aircraft Acquisition Debt (and any such Aircraft Mortgage shall provide for the release of such assets upon the incurrence of Aircraft Acquisition Debt in accordance with Section 4.09 hereof), promptly (i) (A) execute and deliver an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value Aircraft Mortgage in favor of the Inn. If Collateral Agent, for the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value benefit of the Inn be determined by an appraisalHolders, either party may elect covering such assets, (B) deliver to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all Collateral Agent evidence of the requirements set forth filing for recordation with the FAA of such Aircraft Mortgage, together with any other necessary documents, instruments, affidavits or certificates as may be reasonably necessary to perfect and protect the Liens created thereby, including, without limitation, recordings and filings with the FAA and all filings and recording fees and taxes in this Section 8.02 respect thereof shall have been duly paid and (C) deliver to the Collateral Agent copies of the FAA form AC 8050-135 forms to be referred filed with the FAA, and (ii) deliver to the Trustee an Opinion of Counsel that such Aircraft Mortgage has been duly authorized, executed and delivered by such Issuer or Guarantor, constitutes a legal, valid, binding and enforceable obligation of such Issuer or Guarantor and creates a valid perfected Lien in this Agreement as a "Qualified Mortgagesuch aircraft (including the related engines and spare engines)."

Mortgages. A. Owner With respect to any real property that is owned in fee simple by the Company or any Guarantor, where such owned real property has a Fair Market Value in excess of $1.0 million located in the United States (the “Owned Premises”), and any real property leased or subleased by the Company or any Guarantor for a lease term exceeding five years, which leased or subleased real property has an annual rent in excess of $350,000 located in the United States (the “Leased Premises” and, together with the Owned Premises, collectively, the “Premises”), the Company or such Guarantor shall be permitted to encumber the Inn and/or the Site with any Mortgageuse commercially reasonable efforts to, provided that such Mortgage meets all within 90 days of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As later of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or Issue Date and (y) the dollar amount obtained by acquisition thereof or the entry into a lease or sublease therefor, as applicable: (a1) dividing deliver to the average annual Operating Profit Collateral Agent, as mortgagee, for the twenty-six (26) most recent full Accounting Periods benefit of the Holders, fully executed counterparts of Mortgages, duly executed by the Coverage Ratio; then Company or the applicable Guarantor, as the case may be, and corresponding UCC fixture filings, together with evidence of the completion (bor satisfactory arrangements for the completion) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager all recordings and the holder filings of such Mortgage shall have entered into Mortgages and corresponding UCC fixture filings as may be necessary to create a Subordination Agreement (valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be recorded in covered thereby; (2) deliver to the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02Collateral Agent, the fair market value of the Inn shall be (i) mortgagee’s title insurance policies in favor of the Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgages, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens, and such policies shall also include, to the extent available and issued at ordinary rates, customary endorsements or such endorsements as set forth the Collateral Agent may reasonably request and shall be accompanied by evidence of the payment in any then current appraisal obtained full (or accepted by satisfactory arrangements for the payment in full) of all premiums thereon and (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Premises; (3) with respect to Owned Premises, deliver to the Collateral Agent the most recent surveys of such Owned Premises, together with either (i) an Institutional Lender updated survey certification in connection with favor of the Collateral Agent from the applicable surveyor stating that, based on a Qualified Mortgagevisual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company or the applicable Guarantor, as the case may be, stating that, to its knowledge, there has been no change in the absence facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Guarantor, as applicable, of such an appraisalPremises for the Company or such Guarantor’s business as so conducted, as reasonably determined or intended to be conducted, at such Premises and in each case, in form and substance sufficient for the title insurer issuing the title policies to remove the standard survey and survey-related exceptions from such policies and issue the survey, survey-related, and other endorsements required pursuant to clause (2) above to such policy; (4) deliver Opinions of Counsel to the Collateral Agent in the jurisdictions where such Premises are located that such Mortgage has been duly authorized, executed and delivered by Owner the Company or such Guarantor, constitutes a legal, valid, binding and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value enforceable obligation of the Inn. If Company or such Guarantor and creates a valid perfected Lien in the parties cannot agree on an appraiser within thirty Premises purported to be covered thereby; (305) days after to the date on which either party notifies extent applicable and obtainable using commercially reasonably efforts, deliver to the other that it wishes to have the fair market value Collateral Agent in connection with each of the Inn Leased Premises fully executed, customary landlord lien waivers, collateral access agreements, assignments, estoppels and warehouseman/bailee agreements; and (6) such other information, documentation, and certifications as may be determined by an appraisal, either party may elect to have such fair market value determined reasonably required by the Expert pursuant Collateral Agent or necessary in order to Section 11.21. Any Mortgage which meets all of create valid, perfected and subsisting Liens against the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgagePremises covered by the Mortgages."

Mortgages. A. Owner The following documents each of which shall be permitted executed (and, where appropriate, acknowledged) by Persons satisfactory to encumber the Inn and/or Agent: (A) one or more Mortgages covering the Site with any Mortgage, provided that such Mortgage meets all parcels of real Property of the following requirements: 1. The proposed Mortgage is from an Institutional Lender relevant Supplemental Guarantor or acquired by the Company or any Subsidiary thereof pursuant to a Permitted Acquisition financed hereunder (collectively, the "SUPPLEMENTAL MORTGAGES"), in each case duly executed and is on commercially reasonable terms delivered by the Company or the relevant Subsidiary or Supplemental Guarantor, as applicable, in recordable form and, to the extent necessary under applicable law, for filing in the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in each case appropriately completed and conditionsduly executed; 2. As (B) one or more mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to the Agent ("TITLE COMPANIES"), insuring the validity and priority of the date Liens created under the Supplemental Mortgages for and in amounts satisfactory to the Agent, subject only to such exceptions as are satisfactory to the Majority Lenders; (C) current as-built surveys of each of the proposed financingparcels to be covered by the Supplemental Mortgages and, in the case of certain surveys (as agreed by the Company and the Agent), accompanied by a certificate of an appropriate officer or employee of the Company, which surveys shall be in form and content acceptable to the Agent and shall have been prepared by a registered surveyor acceptable to the Agent; (D) upon request of the Agent, certified copies of permanent and unconditional certificates of occupancy (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the parcels to be covered by the Supplemental Mortgages are located, then such other evidence reasonably satisfactory to each Lender) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the use and operation of each such facility issued by the respective governmental authorities having jurisdiction over each such facility; (E) upon request of the Agent, in the case of Supplemental Mortgages covering leasehold interests, such estoppel, consents and other agreements from the lessor, the aggregate principal balance holder of all Mortgages encumbering a fee mortgage or a sublessee, as the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Agent may reasonably request; (xF) seventy percent (70%) upon request of the fair market value Agent, appraisals of each of the Inn; or (y) facilities located on the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods Properties covered by the Coverage Ratio; then (b) multiplying Supplemental Mortgages prepared by a Person, and using a methodology, satisfactory to the result of clause (a) by the Capitalization MultipleAgent; and 3. Owner(G) contemporaneously dated opinions of local counsel in the respective jurisdictions in which the properties covered by the Supplemental Mortgages are located, Manager substantially in the form of Exhibit F-1 hereto (with such changes thereto as the Agent shall approve), and in each case, covering such other matters as the Agent may reasonably request (and the holder Company, each relevant Subsidiary of the Company and each Supplemental Guarantor hereby instructs such Mortgage counsel to deliver such opinion to the Lenders and the Agent). In addition, the Company shall have entered into a Subordination Agreement (paid to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value Title Companies all expenses and premiums of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Title Companies in connection with a Qualified Mortgage, or (ii) the issuance of such policies and in addition shall have paid to the Title Companies an amount equal to the recording and stamp taxes payable in connection with recording the Supplemental Mortgages in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageappropriate jurisdictions."

Mortgages. A. Owner The Administrative Agent shall have received a Mortgage covering each parcel of real or immoveable property specified on Schedule 4.1(k) (the “Closing Date Mortgaged Properties”), executed and delivered by a duly authorized officer or representative of the relevant Loan Party, and: (i) If requested by the Administrative Agent, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (ii) below (the “Title Insurance Company”) shall have received with respect to Closing Date Mortgaged Properties, copies of existing surveys or express maps, plans and certificates of location (if any) for such Closing Date Mortgaged Properties. (ii) The Administrative Agent shall have received in respect of each Closing Date Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be permitted in an amount equal to encumber the Inn and/or value of the Site with applicable Closing Date Mortgaged Property or such other amount that is reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Closing Date Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; (D) name the Administrative Agent or the Deed of Trust Trustee for the benefit of the Secured Parties as the insured thereunder; (E) be in the form of ALTA Loan Policy – Form 2006 (or equivalent policies); (F) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; and (G) be issued by title companies satisfactory to the Administrative Agent, it being acknowledged that First American Title Insurance Company is a satisfactory title company. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. 111 (iii) If required by applicable law and requested by the Administrative Agent, the Administrative Agent shall have received a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage, provided that (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage meets all that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the following requirements:indebtedness secured by such Mortgage or that may be extended to such maturity date. 1. (iv) The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As Administrative Agent shall have received FEMA life-of-loan flood determinations for each of the date of Closing Date Mortgaged Properties. (v) If reasonably requested by the proposed financingAdministrative Agent, the aggregate principal balance Administrative Agent shall have received a copy of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement recorded documents (to be recorded the extent available in the real property land records in the jurisdiction where the Site is locatedoffice) referred to, or listed as further described in Section 8.03 below. B. For purposes of this Section 8.02exceptions to title in, the fair market value of the Inn shall be title policy or policies referred to in clause (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with above and a Qualified Mortgage, or (ii) copy of all other material documents in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value possession of the Inn. If applicable Intrawest Group Member affecting the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageClosing Date Mortgaged Properties."

Mortgages. A. Owner (i) The Collateral Trustee and the Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by a duly authorized officer of each party thereto. (ii) If requested by the Administrative Agent at least thirty (30) days prior to the Closing Date, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, an as-built land survey of the sites of the Mortgaged Properties dated within three (3) years of the Closing Date, by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which surveys shall be permitted made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association (“ALTA”) and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to encumber the Inn and/or sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the Site with site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any Mortgageencroachments on any adjoining property by the building structures and improvements on the sites; and (F) the flood zone designations, if any, in which the Mortgaged Properties are located (provided that such Mortgage meets all of if the following requirements: 1. The proposed Mortgage Administrative Agent determines that it is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financingto do so, the aggregate principal balance Administrative Agent may accept a survey in respect of all Mortgages encumbering any parcel of Mortgaged Property not conforming to the Inn, including requirements specified above in this clause (ii)). (iii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the proposed Mortgage, shall be no greater than the lesser of: Administrative Agent (x) seventy percent (70%) of not to exceed the fair market value of such property); (B) insure that the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into insured thereby creates a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree valid second Lien on such fair market valueMortgaged Property free and clear of all defects and encumbrances, either party may request that a licensed appraiser (except as permitted by Section 6.03 or as is otherwise reasonably acceptable to both partiesthe Administrative Agent; (C) shall determine name the fair market value Collateral Trustee or the Administrative Agent for the benefit of the InnLenders as the insured thereunder; (D) be in the form of ALTA Loan Policy — 1970 (Amended 10/17/70 and 10/17/84) (or reasonably acceptable equivalent policies); (E) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request; and (F) be issued by title companies reasonably satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent) (provided that if the Administrative Agent determines that it is reasonable to do so, the Administrative Agent may accept a title insurance policy in respect of any parcel of Mortgaged Property not conforming to the requirements specified above in this clause (iii)). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iv) If requested by the parties cannot agree on an appraiser within Administrative Agent at least thirty (30) days after prior to the date on Closing Date with respect to any Mortgaged Property which either party notifies includes a material improvement located within an area designated as flood hazard zone, the other Administrative Agent shall have received (A) a policy of flood insurance that it wishes to have (1) covers any parcel of improved real property that is encumbered by any Mortgage that is located in an area that has been identified by the fair market value Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, (2) is written in an amount not less than the outstanding principal amount of the Inn be determined indebtedness secured by an appraisalsuch Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Reform Act of 1994, either party may elect to have whichever is less, and (3) has a term or series of terms ending not later than the maturity of the Indebtedness secured by such fair market value determined by Mortgage and (B) confirmation that the Expert Borrower has received the notice required pursuant to Section 11.21. Any Mortgage which meets all 208(e)(3) of Regulation H of the requirements set forth Board. (v) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in clause (iii) above and a copy of all other material documents in the possession of the any Loan Party affecting the Mortgaged Properties, in each case to the extent required by the Administrative Agent. Notwithstanding the foregoing, with respect to any Mortgaged Property constituting a leasehold interest, the obligations of the Borrower to deliver the items described in this Section 8.02 shall be referred 4.01(q) are subject to the Borrower obtaining any consents, estoppels or other instruments or documents from third parties which are necessary in this Agreement as a "Qualified Mortgageorder for the Borrower to comply with its obligations in this Section 4.01 (q); provided that the Borrower agrees to exercise reasonable efforts to obtain any such consents, estoppels or other instruments and documents."

Mortgages. A. Owner shall be permitted On or prior to encumber March 15, 2002 (or, in the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result case of clause (aii) below, March 25, 2002), or such later date or dates as the Administrative Agent may specify in its discretion, the Collateral Agent shall have received: (i) fully executed counterparts of Mortgages in form and substance satisfactory to the Collateral Agent, which Mortgages shall cover such of the Real Property owned by the Capitalization MultipleBorrower or any of its Subsidiaries as are designated on Schedule VIII as a Mortgaged Property, and, if requested by the Collateral Agent, together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the lien of such Mortgage for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and enforceable first priority mortgage lien on such Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors, subject to Permitted Liens; (ii) title insurance policies issued by a reputable title insurer satisfactory to the Collateral Agent ("Mortgage Policies") on each Mortgaged Property that is designated on Schedule VIII as a Title Insurance Property and, if requested by the Collateral Agent, any other Mortgaged Property, in amounts satisfactory to the Administrative Agent and the Required Lenders assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance satisfactory to the Collateral Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement and the Notes and for any other matter that the Collateral Agent may reasonably request, shall not include an exception for mechanics' liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Collateral Agent may request; and 3. Owner(iii) in respect of each Mortgaged Property, Manager and an opinion from local counsel satisfactory to the holder Collateral Agent, which opinion shall cover the perfection of the security interests granted pursuant to such Mortgage shall have entered into a Subordination Agreement (and such other matters incident to be recorded in the real property records in transactions contemplated herein as the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn Collateral Agent may reasonably request and shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in form and substance satisfactory to the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageCollateral Agent."

Mortgages. A. Owner Holdings will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.12(2)(a), within one hundred and fifty (150) days of the acquisition, formation or designation of such Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01 and to any applicable Intercreditor Agreement, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s title insurance policies (or marked up title commitments having the effect of policies of title insurance) or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or any applicable Intercreditor Agreement or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Coverage Ratio; then Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent; (bv) multiplying a completed “Life of Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) by Collateral Agent and otherwise in compliance with the Capitalization MultipleFlood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with such acquisition, designation or formation of any Material Specified Jurisdiction Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than Holdings or one of its Subsidiaries, or (ii) in where, despite the absence commercially reasonable efforts of Holdings to obtain such an appraisalconsent, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties consent cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageobtained."

Mortgages. A. Owner shall be permitted The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent (or a Mortgage Collateral Trustee, if applicable) with a Mortgage with respect to encumber any Material Real Property that is the Inn and/or the Site with any Mortgagesubject of a notice delivered pursuant to Section 6.11(2)(a), provided that such Mortgage meets all within one hundred eighty (180) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or, following requirementsthe Covenant Modification Period, two hundred seventy-five (275) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property if the Borrower provides notice within ninety (90) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property to the Administrative Agent of its intention to consummate a Specified Sale-Leaseback Transaction with respect to such Material Real Property) (or such longer period as the Collateral Agent may agree in its sole discretion), together with: 1. The proposed (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent (or a Mortgage is from an Institutional Lender Collateral Trustee, if applicable) for the benefit of the Secured Parties and is on commercially reasonable terms that all filing and conditionsrecording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; 2. As of (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the date of equivalent or other form available in each applicable jurisdiction (the proposed financing“Mortgage Policies”) in form and substance, with endorsements available in the aggregate principal balance of all Mortgages encumbering applicable jurisdiction and in amounts, reasonably acceptable to the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have an adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (yincluding endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the dollar amount obtained by Collateral Agent may reasonably request and is available in the applicable jurisdiction; (aiii) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings, the authorization, execution and delivery of the Mortgages and such other matters as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with no change Mortgaged affidavits, in each case certified to the Collateral Agent if deemed necessary by Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent (if reasonably requested by the Coverage Ratio; then Collateral Agent); (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with a Qualified Mortgagesuch acquisition, designation or (ii) in the absence formation of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value any Material Domestic Subsidiary or acquisition of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageany Material Real Property."

Mortgages. A. Owner Not later than 30 days after the date the Agent gives notice (the "Mortgage Notice") to the Borrower requesting the granting of Mortgages on Real Estate of the Borrower and its Subsidiaries , the Borrower (1) will and will cause each of the applicable Subsidiaries to duly execute, acknowledge and deliver Mortgages to the Agent in form and substance satisfactory to the Agent, in recordable form (including full legal descriptions of the Real Estate) and in such number of copies as the Agent shall have requested and (2) will furnish or cause to be furnished to the Agent: (i) one or more policies of mortgagee title insurance on a 1970 (as revised to October 17, 1984) ALTA form of policy or, if unavailable, such other form of policy as shall be permitted acceptable to encumber the Inn and/or Agent (the Site with any Mortgage"Title Policies") issued to the Agent by such title insurance company as the Agent shall approve (the "Title Insurer"), provided that in form and substance and in such Mortgage meets all amounts satisfactory to the Agent, insuring the perfection, enforceability and first priority of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Lien of each of the Mortgages subject only to such title exceptions as the Agent in the exercise of its reasonable discretion shall approve and is on commercially reasonable terms including such affirmative coverage and conditionsendorsements as the Agent shall require, together with copies of (A) all instruments of record and (B) all other documents specified in the Title Policies encumbering or otherwise affecting the Real Estate; 2. As (ii) if so requested by the Agent, as-built surveys of the Real Estate dated not more than 90 days prior to the date of the proposed financingMortgage Notice showing such matters as may be reasonably required by the Agent, in form and content reasonably acceptable to the Agent, certified to the Agent, the aggregate principal balance Banks and the Title Insurer and prepared by a registered surveyor acceptable to the Agent; (iii) written opinions of counsel ("Local Counsel") issued to the Agent and in form and substance satisfactory to special counsel to the Agent, that (A) the Mortgages have been duly authorized, executed and delivered by the respective Mortgagors and, if appropriate, by the trustee designated therein (such trustee to be specified by the Borrower with the approval of the Agent), and that such trustee has full power and authority to serve in such capacity and to exercise all rights and powers under such Mortgages encumbering and (B) the InnMortgages are legal, including the proposed Mortgage, shall valid and binding obligations enforceable in accordance with their respective terms except as may be no greater than the lesser of: limited by (x) seventy percent (70%) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the fair market value enforcement of the Inn; or creditor's rights and (y) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and opining as to such other matters with respect to the dollar amount obtained by Mortgages as such special counsel to the Agent may require; (aiv) dividing evidence satisfactory to the average annual Operating Profit Agent of (A) the due recordation of the Mortgages and filing of financing statements reasonably satisfactory to the Agent in connection therewith in the appropriate recording and filing offices and (B) the payment of all filing and recording fees and expenses, of any mortgage, mortgage recording, intangibles or other tax payable in connection with the Mortgages or the obligations secured thereby, and of the premiums for the twenty-six Title Policies and all other charges in connection therewith; (26v) most recent full Accounting Periods any consents required to grant any Mortgage and such affidavits, releases, indemnities, undertakings or other documents as the Title Insurer may require in order to issue the Title Policies as provided above; (vi) such direct access reinsurance agreements with such other title insurance companies and in such amounts, all as the Agent shall reasonably require; (vii) if so requested by the Coverage Ratio; then Agent, an appraisal of the Real Estate, in form and substance satisfactory to the Agent, complying with the Appraisal Policies and Review Procedures of the Board of Governors of the Federal Reserve System (b12 CFR Part 323); (viii) multiplying the result of clause (a) if so requested by the Capitalization MultipleAgent, an environmental survey and assessment with respect to the sites and facilities comprising the Real Estate prepared by a firm of licensed engineers in form and substance satisfactory to the Agent; (ix) the hazard, flood and other insurance policies required by the Mortgages; and 3. Owner, Manager (x) evidence that all expenses and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value fees of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Title Insurer in connection with a Qualified Mortgagethe issuance of the Title Policies with respect to the Mortgages have been paid and that all recording and filing fees and all mortgage recording, or (ii) documentary, intangibles, stamp and similar taxes payable in connection with the recording of each Mortgage in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to appropriate county land office have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagebeen paid."

Mortgages. A. Owner PCAC shall have caused to be permitted delivered to encumber the Inn and/or the Site Collateral Agent, with any Mortgage, provided that such Mortgage meets all copies to each of the Agents, the following requirementsdocuments and instruments with regard to each Mortgaged Property located in Henderson, Nevada, St. Gabrxxx, Xxuisiana, and Tacoma, Washington, providing for first priority mortgages: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing a Mortgage, duly executed by PCAC, together with evidence of the average annual Operating Profit due recordation thereof in the appropriate recording office of the political subdivision where such Mortgaged Property is situated (or evidence reasonably satisfactory to the Arranger, the Syndication Agent and the Documentation Agent that each Mortgage, as appropriate, has been delivered to a nationally-recognized title insurance company for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then recording and that all fees, taxes and other expenses associated with such recording have been paid); (b) multiplying a mortgagee policy of title insurance (or endorsement thereto, as appropriate) in favor of the result of clause (a) Collateral Agent, issued by such title insurance company, in such amounts, with such endorsements, affirmative coverages, and reinsurance agreements as the Capitalization Multiple; and 3. OwnerSyndication Agent shall reasonably require, Manager and otherwise in form and substance reasonably satisfactory to the Arranger, the Syndication Agent and the holder Documentation Agent, insuring each Mortgage as a first lien on the property and interests covered thereby subject only to such other matters as are acceptable to the Arranger, the Syndication Agent and the Documentation Agent, together with evidence that all premiums in respect of such Mortgage shall policies have entered into a Subordination Agreement been paid in full and true and complete copies of all documents referred to therein; (to be recorded in c) certified perimeter surveys of the real property records covered by each Mortgage by registered surveyors as of a date and in form and substance acceptable to the Arranger, the Syndication Agent and the Documentation Agent, bearing legal descriptions conforming exactly to those contained in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be title insurance policy referred to in the preceding clause (b); indicating the length of exterior boundary lines of the Mortgaged Property, locations of all buildings, utility or other easements, showing the location of all easements of record, encroachments, if any, and means of access to the real property from a public way; and the surveyor's original certification to the Syndication Agent, the Collateral Agent and the title insurance company issuing the policies described in the preceding clause (b) and in the case of surveys with respect to the Mortgaged Properties in Henderson, Nevada and St. Gabrxxx, Xxuisiana, such "affidavits of no change" as may be required by such title companies to omit the standard survey exception from such title insurance policies or endorsements; (d) evidence reasonably satisfactory to the Arranger, the Syndication Agent and the Documentation Agent of all filings of financing statements under the UCC necessary or desirable to perfect the lien granted by each Mortgage (or evidence reasonably satisfactory to the Arranger, the Syndication Agent and the Documentation Agent that such financing statements have been delivered to a nationally recognized title company for filing and that all fees, taxes and other expenses associated with such filings have been paid), together with such searches of UCC, judgment and tax lien records as the Arranger, the Syndication Agent and the Documentation Agent shall reasonably require; (e) policies or certificates of insurance with respect to the insurance required to be maintained in respect of the property covered by each Mortgage pursuant to the terms of this Agreement and the Senior Note Indenture, naming the Collateral Agent as loss payee or additional named insured, as appropriate; (f) a non-disturbance and attornment agreement among PCAC, Saguaro Power Company, a Limited Partnership and the Collateral Agent with respect to the first priority lien Nevada Mortgage, each in form and substance acceptable to the Arranger, the Syndication Agent and the Documentation Agent; (g) a Waiver of the Nevada "Qualified Mortgage."One-Action Rule" by the Subsidiary Guarantors, other than PCAC, with respect to the Agreement, each in form and substance acceptable to the Arranger, the Syndication Agent and the Documentation Agent; and

Mortgages. A. Owner Except as received by Agent pursuant to the Prior Credit Agreement, Agent, shall be permitted to encumber the Inn and/or the Site with any Mortgagehave received first (or second, provided that such Mortgage meets as herein permitted) Mortgages (or amendments thereto, as required) covering all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financingMortgaged Properties, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser oftogether with as Agent may request: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twentytitle insurance policies (copies thereof, as to second mortgages), current as-six (26) most recent full Accounting Periods by the Coverage Ratiobuilt surveys, zoning letters and certificates of occupancy, in each case satisfactory in form and substance to Agent, in its sole discretion; then (b) multiplying evidence that counterparts of the result Mortgages (or amendments) have been recorded in all places to the extent necessary or desirable, in the judgment of Agent, to create a valid and enforceable first priority lien (subject to Permitted Encumbrances) on each Mortgaged Property in favor of Agent for the benefit of itself and Lenders (or in favor of such other trustee as may be required or desired under local law); (c) an opinion of counsel in each state in which any Mortgaged Property is located in form and substance and from counsel reasonably satisfactory to Agent; and (d) from each existing mortgage lender having any Lien on any Mortgaged Property, a consent to the grant of the applicable Mortgage (or amendment) in favor of Agent and an acknowledgment of Agent's first priority security interest in all Collateral consisting of personal property now or hereafter located at or on such Mortgaged Property and Agent's ability to exercise all remedies provided to it under the Loan Documents with respect to such Collateral, all in form and substance satisfactory to Agent. Each Obligor hereby agrees that if, for any reason, any document required pursuant to the immediately preceding clause (ad) has not been received by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) Agent as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any Closing Date, then current appraisal obtained or accepted by an Institutional Lender in connection with each applicable Obligor shall, on the Closing Date, pay out such non-consenting mortgage lender, have its respective mortgage lien removed from the property affected thereby and grant to Agent a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree first mortgage on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageMortgaged Property."

Mortgages. A. Owner In addition to the security interests created under Articles III and IV, the parties acknowledge that each Grantor shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on use commercially reasonable terms and conditions; 2. As of efforts to deliver to the Collateral Agent as promptly as reasonably practicable, in any event within 120 days from the date of the proposed financingIndenture, (a) counterparts of each Mortgage to be entered into with respect to each Real Property identified in Schedule V owned by a Grantor, which Real Property is currently subject to a Mortgage in favor of the aggregate principal balance secured parties under the Security Agreement, duly executed and delivered by the record owner of all such property and suitable for recording or filing and such other documents including, but not limited to, any consents, agreements and confirmations of third parties with respect to any such Mortgage or property, in each case consistent in form and substance with such documents as previously delivered to the Term Facility Administrative Agent and the Revolving Facility Administrative Agent, and (b) a policy, policies or pro forma policy or policies or marked up unconditional binder(s) of title insurance or foreign equivalent thereof (if any and if available), as applicable, paid for by the Company, issued by a nationally recognized title insurance company insuring the lien of each mortgage (which may be the same as the company or companies insuring the Mortgages encumbering in favor of the Innsecured parties under the Security Agreement) to be entered into on or after the date hereof as a valid lien on the applicable property described therein, free of any other liens, except for Permitted Liens and liens arising by operation of law, together with such customary endorsements (including zoning endorsements where reasonably appropriate and available), and with respect to any such property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the proposed Mortgage, shall be no greater than applicable municipality in a form consistent with that previously delivered to the lesser of: Term Facility Administrative Agent and Revolving Facility Administrative Agent or such other form as is customary for such municipality (it being understood that (x) seventy percent (70%) no new or updated surveys shall be required to be delivered in connection with the delivery of the fair market value of the Inn; or any title insurance policies and (y) the dollar amount obtained last survey or update delivered or certified to the Term Facility Administrative Agent and Revolving Facility Administrative Agent shall be acceptable to the Collateral Agent together with an affidavit from the property owner (if required by (athe title company) dividing stating there have been no substantial changes materially affecting the average annual Operating Profit use of the property in the business since the date of such last survey or update, so long as the same is sufficient for the twentytitle insurance company to remove the so-six (26) most recent full Accounting Periods by called standard survey exception and issue all survey-related endorsements to the Coverage Ratio; then title insurance policies described in clause (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02sentence, in substantially the fair market value of same manner and to substantially the Inn shall be (i) same extent as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of title company has previously insured such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagepersons)."

Mortgages. A. Owner MCC will, and will cause each of its Subsidiaries to, take such action as shall be permitted necessary to encumber ensure that it delivers to the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all Administrative Agent each of the following requirementsdocuments not later than the date thirty days after the Effective Date, each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Administrative Agent: 1. The proposed Mortgage is from an Institutional Lender (i) one or more Mortgages covering the properties of MCC and is on commercially reasonable terms its Restricted Subsidiaries identified in Schedule VI (Part 2) as properties that are to be subjected to a Mortgage, in each case duly executed and conditionsdelivered by the Borrower in recordable form (in such number of copies as the Administrative Agent shall have requested) and, to the extent necessary with respect to any leasehold property to be subjected to a Mortgage, consents of the respective landlords with respect to such property; 2. As of (ii) to the date of extent necessary under applicable law, for filing in the proposed financingappropriate county land offices, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Uniform Commercial Code financing statements covering fixtures relating to any property covered by a Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiplein each case appropriately completed and duly executed; and 3. Owner(iii) to the extent requested by the Administrative Agent with respect to the Mortgages covering property in any State, Manager opinions of local counsel in such State, in form and substance satisfactory to the Administrative Agent, covering such matters as the Administrative Agent or any Lender may reasonably request (and the holder of Borrower hereby instructs such Mortgage shall have entered into a Subordination Agreement (counsel to be recorded in deliver such opinions to the real property records in Lenders and the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02Administrative Agent). In addition, the fair market value of Borrower will pay to the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Administrative Agent all expenses and recording and filing fees incurred in connection with a Qualified Mortgage, or (ii) the recording of the Mortgages in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageappropriate county land offices."

Mortgages. A. Owner shall be permitted On or prior to encumber October 3, 1997, and at the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all expense of the following requirements: 1. The proposed Mortgage is Borrower, deliver to the Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance reasonably satisfactory to the Administrative Agent (as amended, supplemented or otherwise modified from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financingtime to time in accordance with their terms, the aggregate principal balance of all Mortgages encumbering "Mortgages") and covering the Innproperties that the Administrative Agent determines, including the proposed Mortgagein its reasonable judgment, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained necessary or accepted by an Institutional Lender desirable in connection with the Facilities (provided that, in no event, shall the book value of any such property be less than $500,000), duly executed by the Company, together with: (A) evidence that counterparts of the Mortgages have been duly recorded on or before October 3, 1997 in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a Qualified Mortgage, or valid first and subsisting Lien on the property described therein in favor of the Lender Parties and that all filing and recording taxes and fees have been paid, (iiB) fully paid American Land Title Association Lender's Extended Coverage title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers, reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (C) American Land Title Association form surveys; certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys in located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market valueencroachments, either party may request that a licensed appraiser (by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to both partiesthe Agent, (D) shall determine the fair market value Assignments of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be Leases and Rents referred to in this Agreement the Mortgages, duly executed by the Company, (E) such consents and agreements of lessors and other third parties, and such estoppel letters and other confirmations, as a "Qualified Mortgagethe Administrative Agent may reasonably deem necessary or desirable, (F) evidence of the insurance required by the terms of the Mortgages, and (G) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken."

Mortgages. A. Owner With respect to each Mortgage, the New Administrative Agent shall have received either the items listed in paragraph (x) or the items listed in paragraph (y) as follows: (i) a favorable opinion or written confirmation, addressed to the New Administrative Agent and each of the Secured Parties, in form and substance reasonably satisfactory to the New Administrative Agent and the Lenders, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (A) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; and (B) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; and (ii) a title search to the applicable real property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except those Liens created or permitted under the Credit Agreement and the Collateral Documents); or (y) with respect to the existing Mortgages, the following: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be permitted required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to encumber the Inn and/or New Administrative Agent and the Site Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with any the Mortgage); (iii) a date down endorsement to the existing Mortgage Policy insuring each Mortgage, provided that such Mortgage meets all of which shall be in form and substance reasonably satisfactory to the following requirements: 1. The proposed Mortgage is from an Institutional Lender New Administrative Agent and is on commercially reasonable terms the Lenders and conditions; 2. As reasonably assure the New Administrative Agent as of the date of such endorsement that the proposed financing, real property subject to the aggregate principal balance lien of such Mortgage is free and clear of all Mortgages encumbering defects and encumbrances except those Liens permitted under such Mortgage; (iv) evidence of payment by the InnBorrower of all search and examination charges escrow charges and related charges, including mortgage recording taxes, fees, charges, costs and expenses required for the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) recording of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization MultipleMortgage Amendment referred to above; and 3(v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the Mortgage Policy contemplated in subparagraph (iii) above, and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the Mortgage Policy contemplated in subparagraph (iii) above. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, determining compliance with the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth conditions specified in this Section 8.02 5, each Lender that has signed this Amendment shall be referred deemed to in this Agreement as have consented to, approved or accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a "Qualified MortgageLender unless the Existing Administrative Agent and the New Administrative Agent shall have received notice from such Lender prior to the proposed Amendment No. 3 Effective Date specifying its objection thereto."

Mortgages. A. Owner At all times on and after March 31, 2010, the Company shall have, and shall have caused its Subsidiaries to have, executed and delivered to the Collateral Agent and the holders of the Notes such mortgages and leasehold mortgages in favor of the Collateral Agent for the benefit of the Bank and the holders of the Notes securing the Senior Indebtedness (as defined in the Intercreditor Agreement) (the “Mortgages”), each in form and substance satisfactory to the Required Holders, on such real property owned or leased by the Company and its Subsidiaries as the Required Holders deem necessary in their sole discretion, each duly filed and recorded in all such places so as to perfect the liens intended to be permitted to encumber the Inn and/or the Site with any Mortgagecreated thereby, provided that the holders of the Notes will not require the Company to deliver or maintain any Mortgages in addition to the Mortgages then in effect to the extent that the Company has demonstrated to the holders of the Notes that the aggregate Fair Market Value of all real property subject to the Mortgages then in effect exceeds 250% of the aggregate outstanding principal amount of the Senior Indebtedness (as defined in the Intercreditor Agreement) plus any unused commitments under the Credit Agreement at such time. No later than September 30, 2009 the Company shall submit to each holder of the Notes a proposed list of appraisers for the real property owned or leased by the Company and its Subsidiaries. With respect to the real estate subject to each Mortgage, the Company shall have delivered to the Collateral Agent and the holders of the Notes, at or before the time such Mortgage meets all of is delivered to the following requirements: 1. The proposed Mortgage is Collateral Agent, (a) from a title company acceptable to the Required Holders, a prepaid mortgagee title insurance policy in form acceptable to the Required Holders, in an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of amount at least equal to the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the estimated fair market value of such real estate and the Inn; or (y) improvements thereon, insuring the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods lien of such mortgage with respect to such real estate as a valid, prior lien on such real estate subject only to such exceptions as shall be approved by the Coverage Ratio; then Required Holders and containing such endorsements as may be required by the Required Holders, (b) multiplying an ALTA/ACSM Land Title Survey with respect to such real estate, dated (or updated and recertified) as of a recent date, certified to the result holders of clause (a) the Notes by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records land surveyor licensed in the jurisdiction where the Site in which such real estate is located, and satisfactory to the Required Holders, and (c) a Phase 1 environmental assessment, and such additional environmental assessments and reports as further described in Section 8.03 below. B. For purposes the Required Holders may request, satisfactory to the Required Holders, and each holder of the Notes shall be satisfied with the environmental condition of such real estate. Notwithstanding the foregoing, if the aggregate outstanding principal amount of the Notes on September 30, 2009 is equal to or less than $5,000,000, then the Company shall not be required to deliver a list of appraisers to the holders of the Notes on such date, and all the other provisions of this Section 8.02paragraph 5J, including without limitation the fair market value requirement to deliver Mortgages, shall be of no further force and effect.” 1.4. Paragraph 6A of the Inn shall be (i) Note Agreement is amended in its entirety to read as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."follows:

Mortgages. A. Owner (i) If required, the Administrative Agent shall have received an amendment to Mortgage with respect to each Mortgaged Property, executed, notarized and delivered by a duly authorized officer of each party thereto. In the case of each real property leasehold interest constituting Mortgaged Property, if required, the Administrative Agent shall have received in conjunction with execution and delivery of the amendment to Mortgage (A) such estoppel letters, consents and waivers from the landlords on such real property as may be obtained by the Loan Parties on a reasonable best efforts basis, which estoppel letters shall be permitted in the form and substance reasonably satisfactory to encumber the Inn and/or Administrative Agent, and (B) evidence that the Site applicable lease, a memorandum of lease with any Mortgagerespect thereto, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder other evidence of such Mortgage shall have entered into a Subordination Agreement (lease in form and substance reasonably satisfactory to the Administrative Agent, has been or will be recorded in all places to the real property records extent necessary or desirable, in the jurisdiction where reasonable judgment of the Site is locatedAdministrative Agent, so as to enable the Mortgage encumbering such leasehold interest to effectively create a valid and enforceable first priority lien (subject to Liens permitted hereunder) on such leasehold interest in favor of the Administrative Agent (or such other Person as further described in Section 8.03 belowmay be required or desired under local law) for the benefit of the Lenders. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall be in an amount satisfactory to the Administrative Agent; be issued at ordinary rates; insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein; name the Administrative Agent for the benefit of the Lenders as the insured thereunder; be in the absence -41- 47 form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); contain such an appraisalendorsements and affirmative coverage as the Administrative Agent may reasonably request; and be issued by title insurance companies satisfactory to the Administrative Agent ("Title Insurance Companies"). The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid. (iii) The Administrative Agent shall have received title rundowns and a copy of all recorded documents referred to, or listed as reasonably determined by Owner exceptions to title in, the title policy or policies referred to above and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine copy of other material documents affecting the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined Mortgaged Properties requested in writing by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageAdministrative Agent."

Mortgages. A. Owner At all times on and after November 21, 2008, the Company shall be permitted have, and shall have caused its Subsidiaries to encumber have, executed and delivered to the Inn and/or Collateral Agent and the Site with any Mortgage, provided that such Mortgage meets all holders of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Notes such mortgages and is on commercially reasonable terms and conditions; 2. As leasehold mortgages in favor of the date Collateral Agent for the benefit of the proposed financingBank and the holders of the Notes securing the Senior Indebtedness (as defined in the Intercreditor Agreement) (the “Mortgages”), each in form and substance satisfactory to the aggregate principal balance of Required Holders, so that substantially all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the (or such lesser of: (x) seventy percent (70%amount as is consistent with Prudential Capital Group’s reasonable practices for similar transactions under similar circumstances) of the real property owned or leased by the Company or its Subsidiaries shall be subject to a Mortgage, each duly filed and recorded in all such places so as to perfect the liens intended to be created thereby. With respect to the real estate subject to each Mortgage, the Company shall have delivered to the Collateral Agent and the holders of the Notes, at or before the time such Mortgage is delivered to the Collateral Agent, (a) from a title company acceptable to the Required Holders, a prepaid mortgagee title insurance policy in form acceptable to the Required Holders, in an amount at least equal to the estimated fair market value of such real estate and the Inn; or (y) improvements thereon, insuring the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods lien of such mortgage with respect to such real estate as a valid, prior lien on such real estate subject only to such exceptions as shall be approved by the Coverage Ratio; then Required Holders and containing such endorsements as may be required by the Required Holders, (b) multiplying an ALTA/ACSM Land Title Survey with respect to such real estate, dated (or updated and recertified) as of a recent date, certified to the result holders of clause (a) the Notes by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records land surveyor licensed in the jurisdiction where the Site in which such real estate is located, and satisfactory to the Required Holders, and (c) a Phase 1 environmental assessment, and such additional environmental assessments and reports as further described in Section 8.03 below. B. For purposes of this Section 8.02the Required Holders may request, satisfactory to the fair market value Required Holders, and each holder of the Inn Notes shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection satisfied with a Qualified Mortgage, or (ii) in the absence environmental condition of such an appraisal, as reasonably determined by Owner and Managerreal estate.” 1.4. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value Paragraph 6A of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes Note Agreement is amended in its entirety to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement read as a "Qualified Mortgage."follows:

Mortgages. A. Owner At the request of the Administrative Agent or the Required Lenders (in their sole discretion), the Borrower and/or each Subsidiary Guarantor shall be cause the Administrative Agent and the Secured Parties to have, at all times, a first priority perfected security interest (subject only to Liens permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets hereunder) in all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As fee owned real property located in the United States of the date of Borrower or the proposed financingSubsidiary Guarantors, so long as the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the book value or fair market value of each such property made subject to a Mortgage hereunder exceeds $3,000,000, by executing and delivering Mortgages that may be necessary in the Inn; reasonable opinion of the Administrative Agent to create a valid, first priority perfected Lien (subject only to Liens permitted hereunder) against such real property. Should the Administrative Agent or (y) Required Lenders elect to exercise the dollar amount obtained by option described in the immediately preceding paragraph, in connection with the execution and delivery of such Mortgages, the Borrower shall, and shall cause each such Subsidiary Guarantor to: (a) dividing provide evidence of the average annual Operating Profit completion (or satisfactory arrangements for the twenty-six completion) of all recordings and filings of each such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, first priority perfected Lien (26subject only to Liens permitted hereunder) most recent full Accounting Periods by against the Coverage Ratio; then properties purported to be covered thereby; (b) multiplying obtain mortgagee's title insurance policies in favor of the result Administrative Agent for the benefit of clause (a) the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by each Mortgage, insuring that title to such property is marketable and that the interests created by each Mortgage constitute valid first Liens thereon free and clear of all material defects and encumbrances other than as permitted hereunder or as otherwise approved by the Capitalization MultipleAdministrative Agent, and such policies shall also include a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and 3. Owner(c) provide such other approvals, Manager opinions, or documents as the Administrative Agent may reasonably request with respect to such real property, including consents and estoppel agreements from landlords, and a reasonably current survey of each property purported to be covered by a Mortgage in form and substance satisfactory to the Administrative Agent and the holder of title insurer; provided that the Borrower and its Subsidiaries shall not be required to use more than commercially reasonable efforts to obtain any such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowdocumentation from third parties. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be received (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection counterparts of a Mortgage with a Qualified Mortgagerespect to each Mortgaged Property signed on behalf of the record owner of such Mortgaged Property, or (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by Section 7.02, in the absence of such an appraisal, as reasonably determined by Owner form and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (substance reasonably acceptable to both partiesthe Lender, together with such endorsements, coinsurance and reinsurance as the Lender may reasonably request, (iii) shall determine such surveys as may be required pursuant to such Mortgages or as the fair market value Lender may reasonably request, (iv) a copy of the Inn. If original permanent certificate or temporary certificate of occupancy as the parties cannot agree on an appraiser within thirty (30) days after same may have been amended or issued from time to time, covering each improvement located upon the date on which either party notifies the other Mortgaged Properties, that it wishes were required to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined been issued by the Expert pursuant appropriate Governmental Authority for such improvement, (v) written confirmation from the applicable zoning commission or other appropriate Governmental Authority stating that, with respect to Section 11.21. Any Mortgage which meets all each Mortgaged Property as built, it complies with existing land use and zoning ordinances, regulations and restrictions applicable to such Mortgaged Property, (vi) a Phase I environmental report for each Mortgaged Property, each such report to be satisfactory to the Lender, (vii) such opinions of local counsel to the requirements set forth in this Section 8.02 Borrower with respect to the Mortgages as the Lender shall be referred reasonably require and (viii) such other customary documentation with respect to in this Agreement the Mortgages and the Mortgaged Property as a "Qualified Mortgagethe Lender may reasonably request."

Mortgages. A. Owner 6.1 Within 90 days of the Effective Date (or such later date as the Collateral Agent shall be permitted agree), the Borrower shall have delivered, with respect to encumber the Inn and/or the Site with any each Mortgage, provided that either: (i) An opinion in form and substance reasonably satisfactory to the Collateral Agent from local counsel in the jurisdiction in which such Mortgage meets all of is recorded substantially to the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser ofeffect that: (x) seventy percent (70%) the recording of the fair market value existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the Innlien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Term Loan Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; or and (y) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the dollar amount obtained payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by (a) dividing the average annual Operating Profit such Mortgage as security for the twenty-six (26) most recent full Accounting Periods Obligations, including the Obligations evidenced by the Coverage RatioTerm Loan Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; then and (ii) title reports in scope, form and substance reasonably satisfactory to the Collateral Agent describing no liens on said Property (as defined in such Mortgage) other than Permitted Liens; or (b) multiplying the result of clause (a) by the Capitalization Multiple; andThe following documentation: 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with amendment to each existing Mortgage (each, a Qualified Mortgage“Mortgage Amendment,” collectively, or (iithe “Mortgage Amendments”) in to reflect the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements matters set forth in this Section 8.02 Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be referred required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) a date down, modification and/or so-called “nonimpairment” endorsement to each Title Policy (each, a “Title Endorsement,” collectively, the “Title Endorsements”) relating to each Mortgage insuring the Collateral Agent that such Mortgage, as amended by such Mortgage Amendment, is a valid and enforceable first priority lien on the Collateral described therein in this Agreement favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects, encumbrances and liens except for Permitted Liens, and such Title Endorsements shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent; (iii) customary legal opinions addressed to the Collateral Agent for itself and the benefit of each of the Secured Parties covering the enforceability of the applicable Mortgage as a "Qualified Mortgageamended by the Mortgage Amendment in form and substance reasonably satisfactory to the Collateral Agent; and (iv) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the Title Endorsements and evidence of payment by the Borrower of all applicable title insurance premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendments and issuance of Title Endorsements."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and fifty (150) days of the acquisition, formation or designation of such Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s title insurance policies (or marked up title commitments having the effect of policies of title insurance) or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; or (y) real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the dollar amount obtained by (a) dividing Collateral Agent, insuring the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (Mortgages to be recorded in valid subsisting Liens on the real property records in described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the jurisdiction where Collateral Agent that do not have a material adverse impact on the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market use or value of the Inn shall be (i) Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) the Collateral Agent may reasonably request and is available in the absence applicable jurisdiction; (iii) customary Opinions of Counsel for the applicable Loan Parties in states in which such an appraisalMaterial Real Properties are located, as with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably determined by Owner satisfactory to the Collateral Agent; (iv) American Land Title/American Congress on Surveying and Manager. If Owner and Manager do not agree on such fair market valueMapping surveys (or, either party may request that a licensed appraiser (if reasonably acceptable to both partiesthe Collateral Agent, zip or express maps) shall determine for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined Collateral Agent if deemed necessary by the Expert pursuant Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to Section 11.21. Any Mortgage which meets all of remove the requirements set forth in this Section 8.02 shall be referred standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to in this Agreement as a "Qualified Mortgage."the Collateral Agent;

Mortgages. A. Owner shall be permitted With respect to encumber any real property (other than Non-Material Real Property) that is owned in fee simple by the Inn and/or Company or any Guarantor (collectively, the Site with any Mortgage“Premises”), provided that the Company or such Mortgage meets all Guarantor shall, within 90 days of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As later of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent the Restatement Date and (70%y) the acquisition thereof, as applicable: (a) deliver to the Collateral Agent, as mortgagee, for the benefit of the Holders, fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, and corresponding Uniform Commercial Code (or similar) fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding Uniform Commercial Code (or similar) fixture filings as may be necessary to create a valid, perfected first priority Lien in favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) deliver to the Collateral Agent, (i) mortgagee’s title insurance policies in favor of the Collateral Agent in an amount equal to 100% of the fair market value of the Inn; Premises purported to be covered by the related Mortgages, issued by a nationally recognized title insurance 58 company selected by the Company or the applicable Guarantor and reasonably satisfactory to the Representative and the Collateral Agent, insuring the Lien of each such Mortgage as a first priority Lien subject only to Permitted Liens, and such policies shall also include, to the extent available and issued at commercially reasonable rates, customary endorsements or such endorsements as the Collateral Agent may reasonably request (yexcluding endorsements related to mechanics lien coverage) and shall be accompanied by evidence of the dollar amount obtained by payment in full (a) dividing the average annual Operating Profit or satisfactory arrangements for the twenty-six (26payment in full) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager all premiums thereon and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) in the absence of such an appraisal, as reasonably determined by Owner form and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (substance reasonably acceptable to both parties) the Company, the applicable Guarantor, the Collateral Agent and the Representative, as shall determine be reasonably required to induce the fair market value title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Inn. If Premises; (c) deliver to the parties canCollateral Agent current and future real property surveys of such Premises in such form as shall be reasonably required by the title company to issue the so- called comprehensive and other survey related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above, provided, however, that a survey shall not agree be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the applicable title insurance policy based on an appraiser within thirty existing survey and/or such other documentation as may be reasonably satisfactory to the title insurer; (30d) days after completed “Life-of-Loan” Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination with respect to each mortgaged Premises subject to the date on which either party notifies the other that it wishes applicable FEMA rules and regulations, and if any such Premises is located in an area determined by FEMA to have the fair market value special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Inn be determined by an appraisalBoard of Governors; (e) existing environmental assessment reports with respect to any of the Premises, either party may elect to have the extent available and in the possession or reasonable control of the Company or any Guarantor; (f) deliver Opinions of Counsel to the Collateral Agent and the Representative (in form and substance reasonably satisfactory to them) in the jurisdictions where such fair market value determined Premises are located that such Mortgage has been duly authorized, executed and delivered by the Expert pursuant Company or such Guarantor, subject to Section 11.21. Any Mortgage which meets all applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), constitutes a legal, valid, binding and enforceable obligation of the requirements set forth Company or such Guarantor and creates a valid perfected Lien in this Section 8.02 favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby and such other matters as the Collateral Agent and the Representative shall reasonably request; and (g) such other information, documentation, and certifications as may be referred reasonably required by the Collateral Agent or the Representative or necessary in order to create valid, perfected and subsisting Liens in this Agreement as a "Qualified Mortgagefavor of the Collateral Agent, subject to Permitted Liens, against the Premises covered by the Mortgages."

Mortgages. A. Owner On the Closing Date, the Collateral Agent shall be permitted have received: (A) fully executed counterparts of mortgages, deeds of trust or deeds to encumber secure debt, in each case in form and substance reasonably satisfactory to the Inn and/or Collateral Agent and the Site with any Documentation Agent (each as modified, amended or supplemented from time to time in accordance under the terms hereof and thereof, a "Mortgage" and, provided that collectively, the "Mortgages"), which Mortgages shall cover such Mortgage meets all of the following requirements: 1. The proposed Mortgage Real Property owned or leased by any Credit Party as is from an Institutional Lender designated on Part I of Annex III as a mortgaged property (each "Mortgaged Property" and, collectively, the "Mortgaged Properties"), together with evidence that counterparts of the Mortgages have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable to effectively create a valid and is enforceable first priority mortgage lien on commercially reasonable terms and conditionssuch Credit Party's interest in each Mortgaged Property (subject only to Permitted Encumbrances) in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders; 2. As (B) executed copies of Financing Statements (Form UCC-1 or other applicable form) in appropriate form for filing under the UCC of each jurisdiction as may be reasonably necessary to perfect the security interests in fixtures, equipment and personal property purported to be created by the Mortgages; (C) executed copies of such consents of landlords, non-disturbance and attornment agreements, and similar documents, in form and substance reasonably satisfactory to the Collateral Agent and the Documentation Agent, as the Collateral Agent or the Documentation Agent may consider necessary or desirable in connection with the creation of the date lien of any Mortgage on any Mortgaged Property or the enforcement thereof; (D) mortgagee title insurance policies (or marked commitments to issue the same) for the Mortgaged Properties issued by title insurers reasonably satisfactory to the Collateral Agent (each a "Mortgage Policy" and, collectively, the "Mortgage Policies") in amounts satisfactory to the Collateral Agent assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable first priority mortgage liens on such Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances, and the Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and the Documentation Agent; and (E) surveys, in form and substance reasonably satisfactory to the Collateral Agent and the Documentation Agent, of the proposed financingMortgaged Properties specified by the Administrative Agent or the Documentation Agent, certified in a manner satisfactory to the aggregate principal balance of all Mortgages encumbering Collateral Agent and the InnDocumentation Agent (which certification must include, among other things, a certification whether the Mortgaged Property is located in a special flood hazard area, and if it is so located, as to the flood zone designation which appears in the Flood Insurance Rate Map for the area in which the Mortgaged Property is located, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) Community Panel Number of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (amap used) by a licensed professional surveyor reasonably satisfactory to the Capitalization Multiple; and 3. Owner, Manager Collateral Agent and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowDocumentation Agent. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner shall be permitted With respect to encumber the Inn and/or the Site each parcel of real property or leasehold interest with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the a current fair market value in excess of $1,500,000, as demonstrated in a manner reasonably satisfactory to the Agent, at the time of acquisition thereof, the following documents each of which shall be executed (and, where appropriate, acknowledged) by Persons satisfactory to the Agent: (A) one or more Mortgages covering the parcels of real Property of the Inn; relevant Supplemental Guarantor or acquired by the Company or any Subsidiary thereof pursuant to a Permitted Acquisition financed hereunder (ycollectively, the "SUPPLEMENTAL MORTGAGES"), in each case duly executed and delivered by the Company or the relevant Subsidiary or Supplemental Guarantor, as applicable, in recordable form and, to the extent necessary under applicable law, for filing in the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in each case appropriately completed and duly executed; (B) one or more commitments for or mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to the dollar amount obtained Agent ("TITLE COMPANIES"), insuring the validity and priority of the Liens created under the Supplemental Mortgages for and in amounts satisfactory to the Agent, subject only to such exceptions as are satisfactory to the Majority Lenders; (C) current as-built surveys of each of the parcels to be covered by the Supplemental Mortgages and, in the case of certain surveys (aas agreed by the Company and the Agent), accompanied by a certificate of an appropriate officer or employee of the Company, which surveys shall be in form and content acceptable to the Agent and shall have been prepared by a registered surveyor acceptable to the Agent; (D) dividing upon request of the average annual Operating Profit Agent, certified copies of permanent and unconditional certificates of occupancy (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the parcels to be covered by the Supplemental Mortgages are located, then such other evidence reasonably satisfactory to each Lender) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the twenty-six (26) most recent full Accounting Periods use and operation of each such facility issued by the Coverage Ratio; then respective governmental authorities having jurisdiction over each such facility; (bE) multiplying upon request of the result Agent, in the case of clause Supplemental Mortgages covering leasehold interests, such estoppel, consents and other agreements from the lessor, the holder of a fee mortgage or a sublessee, as the Agent may reasonably request; (aF) upon request of the Agent, appraisals of each of the facilities located on the Properties covered by the Capitalization MultipleSupplemental Mortgages prepared by a Person, and using a methodology, satisfactory to the Agent; and 3. Owner(G) contemporaneously dated opinions of local counsel in the respective jurisdictions in which the properties covered by the Supplemental Mortgages are located, Manager substantially in the form of Exhibit F hereto (with such changes thereto as the Agent shall approve), and in each case, covering such other matters as the Agent may reasonably request (and the holder Company, each relevant Subsidiary of the Company and each Supplemental Guarantor hereby instructs such Mortgage counsel to deliver such opinion to the Lenders and the Agent). In addition, the Company shall have entered into a Subordination Agreement (paid to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value Title Companies all expenses and premiums of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Title Companies in connection with a Qualified Mortgage, or (ii) the issuance of such policies and in addition shall have paid to the Title Companies an amount equal to the recording and stamp taxes payable in connection with recording the Supplemental Mortgages in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageappropriate jurisdictions."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted The Administrative Agent shall have received a Mortgage with respect to each Mortgaged Property, executed and delivered by an Institutional Lender in connection with a Qualified Mortgage, or duly authorized officer of each party thereto. (ii) The Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as permitted by Section 8.3 or as otherwise disclosed therein; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the absence form of ALTA Loan Policy - 2006 (or equivalent policies); (F) contain such an appraisalendorsements and affirmative coverage as the Administrative Agent may reasonably request (including without limitation survey-related endorsements, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market valueto the extent available, either party may request that based on an existing survey or a licensed appraiser certificate given by the relevant Loan Party) and (G) be issued by title companies (collectively, the “Title Insurance Company”) reasonably acceptable satisfactory to both parties) shall determine the fair market value Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the InnAdministrative Agent). If The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording taxes, and all related expenses, if any, have been paid or arrangements for payment satisfactory to the parties canAdministrative Agent have been made. (iii) The Administrative Agent shall have received (A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage and is located in a “special flood hazard area”, (2) is written in an amount not agree on an appraiser within thirty (30) days after less than the date on which either party notifies the other that it wishes to have the fair market value outstanding principal amount of the Inn be determined indebtedness secured by an appraisalsuch Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, either party may elect to have whichever is less, and (3) has a term ending not later than the maturity of the Indebtedness secured by such fair market value determined by Mortgage and (B) confirmation that the Expert Borrower has received the notice required pursuant to Section 11.21. Any Mortgage which meets all 208(e)(3) of Regulation H of the requirements set forth in this Section 8.02 Board. (iv) The Administrative Agent shall be have received a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in this Agreement clause (iii) above and a copy of all other material documents affecting the Mortgaged Properties, in each case as may have been requested by the Administrative Agent. (v) The Administrative Agent shall have received the executed legal opinion of local counsel in each jurisdiction in which a "Qualified MortgageMortgaged Property is located."

Mortgages. A. Owner Within 100 days of the Closing Date, or as soon as practical thereafter using commercially reasonable efforts, the Notes Collateral Agent, the Initial Purchasers and the Trustee shall have received the documents set forth below, which shall be permitted reasonably satisfactory in form and substance to encumber the Inn and/or Initial Purchasers, Trustee, Notes Collateral Agent and each of their respective counsel with respect to the Site Collateral, as appropriate: (i) a duly executed Mortgage with any Mortgagerespect to each real property designated as “Mortgaged Property” on Schedule 4 attached hereto; (ii) a title insurance policy, provided that insuring the lien of such Mortgage meets all of as a valid and enforceable first priority lien on the following requirements: 1. The proposed Mortgage is from Mortgaged Properties described therein, in an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater amount not less than the lesser of: (x) seventy percent (70%) of the fair market value of such Mortgaged Property (such policies collectively, the Inn; “Mortgage Policies”) issued by such title insurer as shall be reasonably acceptable to the Initial Purchasers, which reasonably assures the Notes Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable lien on the respective Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, and shall include, as appropriate, to the extent available at commercially reasonably rates such endorsements as reasonably requested by the Initial Purchasers; (iii) a new ALTA survey or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit existing survey, together with a no-change affidavit, sufficient for the twentytitle company to remove the standard survey exception and issue the survey-six related endorsements for the Mortgage Policies described in (26ii) most recent full Accounting Periods above; (iv) to the extent necessary to obtain acceptable zoning endorsements described in (ii) above, a zoning letter or property zoning report (PZR) for each Mortgaged Property in form and substance acceptable to the title insurance company; (v) favorable opinions of counsel addressed to the Notes Collateral Agent, Trustee and Initial Purchasers, with respect to each Mortgaged Property, covering the due authorization, execution, delivery and enforceability and such other customary matters as reasonably requested by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization MultipleInitial Purchasers; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (evidence reasonably acceptable to both parties) shall determine the fair market value Initial Purchasers of payment by the Company of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value Mortgages and issuance of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be Policies referred to in this Agreement as a "Qualified Mortgageabove."

Mortgages. A. Owner shall be permitted With respect to encumber any fee interest in real property that is acquired by the Inn and/or Company or any Guarantor that has a purchase price that is greater than $1.0 million (such real property referred to individually and collectively as the Site with any Mortgage“Premises”), provided that within 120 days after the acquisition thereof, the Company or such Mortgage meets all Guarantor shall: (1) deliver to the Collateral Agent, as mortgagee, for the benefit of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As Holders, fully executed counterparts of Mortgages (in substantially the form of the date First Priority Mortgages), duly executed by the Company or the applicable Guarantor, as the case may be, together with evidence of the proposed financingcompletion (or reasonably satisfactory arrangements for the completion), the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager recordings and the holder filings of such Mortgage shall have entered into as may be necessary to create a Subordination Agreement (valid, perfected Lien, subject to Permitted Liens, against the Premises purported to be recorded covered thereby; (2) deliver to the Collateral Agent, a mortgagee’s title insurance policy in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value favor of the Inn Collateral Agent in an amount equal to 100% of the Fair Market Value of the Premises covered by the related Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and any other exceptions disclosed in such policy, and such policies shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or reasonably satisfactory arrangements for the payment in full) of all premiums thereon; (3) deliver to the Collateral Agent the most recent survey of such Premises, together with such other survey updates, affidavits or other documents in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and issue a survey endorsement to such policy, including, without limitation, (i) as set forth an updated survey certification in any then current appraisal obtained or accepted by an Institutional Lender favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in connection with a Qualified Mortgage, the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge there has been no change in the absence facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises; and (4) deliver an appraisalOpinion of Counsel to the Collateral Agent that such Mortgage has been duly authorized, as reasonably determined executed and delivered by Owner the Company or such Guarantor, constitutes a legal, valid, binding and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value enforceable obligation of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have Company or such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified MortgageGuarantor and has been properly recorded."

Mortgages. A. Owner shall be permitted At the expense of the Borrower, deliver to encumber the Inn and/or Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance reasonably satisfactory to the Site Administrative Agent (as amended, supplemented or otherwise modified from time to time in accordance with any Mortgagetheir terms, the "Mortgages") and covering (i) all of the owned real property of the Borrower and its Subsidiaries (the "Owned Real Property") on or prior to December 31, 2000, provided that such Mortgage meets all Mortgages will be delivered in the order of priority directed by the Administrative Agent in the exercise of its reasonable discretion, and at least 50% of the Mortgages covering the Owned Real Property will be delivered by November 15, 2000 with the remainder to be delivered by December 31, 2000, provided further that if, following requirements: 1. The proposed Mortgage is from an Institutional Lender and is the use of its reasonable best efforts, the Borrower fails to deliver Mortgages on commercially reasonable terms and conditions; 2. As no more than 5 of the Owned Real Properties by December 31, 2000, the Borrower shall have until January 31, 2001 for delivery of such Mortgages or such later date as the Administrative Agent may determine in the exercise of its reasonable discretion, and (ii) the leased properties that the Administrative Agent determines, in its reasonable judgment, to be necessary or desirable in connection with the Facilities, together with, in the case of each of the proposed financingMortgages referenced in clauses (i) through (ii) above, the aggregate principal balance following additional documents (provided, however, that in lieu of all the requirements of clauses (B) and (C) below, within 30 days of the delivery of each of the Mortgages encumbering referred to above, the InnBorrower and each other Loan Party providing a Mortgage may deliver to the Administrative Agent a certificate of the Secretary of the Borrower and such other Loan Parties setting forth the Liens which have priority over the Liens in favor of the Lender Parties on the properties described in the Mortgages):", including and (ii) by deleting from clause (A) thereof the proposed Mortgagewords, shall be no greater than the lesser of: "on or before August 7, 1999". (xj) seventy percent (70%Section 5.01(o) of the fair market value Credit Agreement is amended by deleting the words "on or prior to August 7, 1999" and substituting therefor the words "on or prior to October 31, 2000". (k) Section 5.02(b)(iv) of the Inn; Credit Agreement is amended by inserting at the end thereof the proviso, "provided, however, that such Debt shall be evidenced by promissory notes delivered to the Administrative Agent on or (y) prior to October 31, 2000 in such form as is satisfactory to the dollar amount obtained by (a) dividing Administrative Agent, and such promissory notes shall be pledged to the average annual Operating Profit for Administrative Agent to secure the twenty-six (26) most recent full Accounting Periods by payment of all Obligations of the Coverage Ratio; then (b) multiplying Loan Parties under the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowLoan Documents". B. For purposes of this (l) Section 8.02, the fair market value 5.02(e)(i) of the Inn shall be Credit Agreement is hereby amended in full to read as follows: (i) as (A) sales of Inventory by the Borrower and its Subsidiaries in the ordinary course of its business, (B) sales or other disposals of obsolete, damaged or unmarketable inventory including sales of inventory resulting from store closures, provided that upon the sale of inventory resulting from the closure of a store which is not a Permitted Closed Store, the Borrower shall, to the extent required by Section 2.06(b)(ii), prepay Advances pursuant to and in the amount and order of priority set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgagein, or Section 2.06(b)(ii), (iiC) in the absence contribution of such an appraisalassets to F&C.com pursuant to the Contribution Agreement, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value xxx licensing of certain of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value intellectual property of the Inn be determined by an appraisalBorrower and its Subsidiaries to F&C.com pursuant to the License Agreement, either party may elect to have such fair market value determined and (X) xhe sale of inventory and other assets by the Expert Borrower and its Subsidiaries pursuant to the Operating Agreement"; (m) Section 11.21. Any Mortgage which meets all 5.02(e) of the requirements set forth in this Section 8.02 shall be referred to in this Credit Agreement is amended by deleting clause (viii) and inserting at the end thereof the following new clauses (viii) and (ix) as a "Qualified Mortgage."follows:

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and twenty (120) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction without surveys except as required pursuant to clause (iv) below (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Coverage Ratio; then Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent; (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than Holdings, the Borrower or (ii) in one of its Subsidiaries, where, despite the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value commercially reasonable efforts of the Inn. If the parties Borrower to obtain such consent, such consent cannot agree on an appraiser within thirty (30) days after be obtained. The Collateral Agent may grant extensions of time for the date on which either party notifies creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular Material Real Property where it determines that it wishes to have the fair market value of the Inn such action cannot be determined by an appraisal, either party may elect to have such fair market value determined accomplished by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements time periods set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageor the Collateral Documents."

Mortgages. A. Owner shall be permitted With respect to encumber any real property (other than Non-Material Real Property) that is owned in fee simple by the Inn and/or Company or any Guarantor (collectively, the Site with any Mortgage“Premises”), provided that the Company or such Mortgage meets all Guarantor shall, within 180 days of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As later of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent the Issue Date and (70%y) the acquisition thereof, as applicable: (a) deliver to the Collateral Agent, as mortgagee, for the benefit of the Holders, fully executed counterparts of Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, and corresponding Uniform Commercial Code (or similar) fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgages and corresponding Uniform Commercial Code (or similar) fixture filings as may be necessary to create a valid, perfected Lien in favor of the Collateral Agent, subject to Permitted Liens, against the Premises purported to be covered thereby; (b) deliver to the Collateral Agent, (i) mortgagee’s title insurance policies in favor of the Collateral Agent in an amount equal to 100% of the fair market value of the Inn; Premises purported to be covered by the related Mortgages, issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a first priority Lien subject only to Permitted Liens, and such policies shall also include, to the extent available and issued at commercially reasonable rates, customary endorsements or such endorsements as the Collateral Agent may reasonably request (yexcluding endorsements related to mechanics lien coverage) and shall be accompanied by evidence of the dollar amount obtained by payment in full (a) dividing the average annual Operating Profit or satisfactory arrangements for the twenty-six (26payment in full) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager all premiums thereon and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Premises; (c) deliver to the Collateral Agent current and future real property surveys of such Premises in such form as shall be required by the title company to issue the so-called comprehensive and other survey related endorsements and to remove the standard survey exceptions from the title policies and endorsements contemplated above, provided, however, that a survey shall not be required to the extent that the issuer of the applicable title insurance policy provides reasonable and customary survey-related coverages (including, without limitation, survey-related endorsements) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree applicable title insurance policy based on an appraiser within thirty (30) days after existing survey and/or such other documentation as may be reasonably satisfactory to the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."title insurer;

Mortgages. A. Owner The Borrower shall be permitted deliver to encumber the Inn and/or --------- Administrative Agent, no later than 60 days after the Site with any MortgageClosing Date, provided that such Mortgage meets all as mortgagee for the ratable benefit of the following requirements: 1. The proposed Secured Parties, counterparts of a Mortgage is from an Institutional Lender and is relating to each property listed on commercially reasonable terms and conditions; 2. As Item 7.1.12 ("Mortgaged Properties") of the ----------- Disclosure Schedule, each dated as of the date of such delivery, duly executed by the proposed financingBorrower or the applicable U.S. Subsidiary that is a Restricted Subsidiary, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by together with (a) dividing evidence of the average annual Operating Profit completion (or satisfactory arrangements for the twenty-six (26completion) most recent full Accounting Periods of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable effectively to create a valid, perfected first priority Lien, subject to Liens permitted by Section 7.2.3, against the Coverage Ratio; then properties ------------- purported to be covered thereby; (b) multiplying mortgagee's title insurance policies in favor of the result Administrative Agent, as mortgagee for the ratable benefit of clause (a) the Secured Parties, in amounts and in form and substance and issued by insurers, in each case reasonably satisfactory to the Agents, with respect to the property purported to be covered by such Mortgage, insuring that title to such property is marketable and that the interests created by the Capitalization MultipleMortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as permitted by Section 7.2.3 or as approved by the ------------- Agents, and such policies shall also include, to the extent available on commercially reasonable terms, a revolving credit endorsement and such other endorsements as the Administrative Agent shall reasonably request (provided, however, that if the Administrative Agent requests, any survey endorsement or coverage other than with respect to the existing survey, if any, of the Mortgaged Property that was previously delivered to the Borrower or any of its Subsidiaries or in the possession of the Borrower or any of its Subsidiaries on the Closing Date, then the 60-day period referred to in the lead-in to this Section shall be extended by an additional 30 days) and shall be accompanied by evidence of the payment in full of all premiums thereon; and 3. Owner(c) such other approvals, Manager and opinions or documents as the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowAgents may reasonably request. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner On or prior to the Initial Borrowing Date, the Collateral Agent shall be permitted to encumber have received: (i) fully executed counterparts of Mortgages, in the Inn and/or the Site with any Mortgageform of Exhibit L, provided that which Mortgages shall cover such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Real Property owned by Credit Parties and is listed on commercially reasonable terms and conditions; 2. As Part B of Schedule IV, together with evidence that counterparts of each of the date Mortgages have been delivered to the title company insuring the Lien of the proposed financingMortgages for recording in all places to the extent necessary or desirable, in the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) judgment of the fair market value Collateral Agent, to effectively create a valid and enforceable first priority mortgage lien (subject to Permitted Encumbrances relating thereto) on the Mortgaged Properties in favor of the Inn; Collateral Agent (or (ysuch other trustee as may be required or desired under local law) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by benefit of the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization MultipleSecured Creditors; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) Mortgage Policies on the Mortgages for the Mortgaged Properties issued by a title insurance company reasonably satisfactory to the Collateral Agent and in amounts satisfactory to the absence Collateral Agent and assuring the Collateral Agent that each of the Mortgages on such an appraisalMortgaged Properties is a valid and enforceable first priority mortgage lien on such Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances, and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and shall include, as appropriate, an endorsement for future advances under this Credit Agreement and the Notes and for any other matter that the Collateral Agent in its discretion may reasonably determined by Owner request, shall not include an exception for mechanics' liens, and Manager. If Owner shall provide for affirmative insurance and Manager do not agree on such fair market value, either party reinsurance as the Collateral Agent in its discretion may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagerequest."

Mortgages. A. Owner Supplements to each of the Mortgages duly executed by the appropriate Loan Party with respect to each of the Properties, together with: (i) evidence that counterparts of the supplements to the Mortgages have been either (A) duly recorded on or before the Effective Date or (B) duly executed, acknowledged and delivered in form suitable for filing or recording, in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien, subject to any Liens which are expressly permitted by this Agreement to be prior, on the property described therein in favor of the Administrative Agent pursuant to this Agreement or any other Credit Document and that all filing and recording taxes and fees have been paid; (ii) fully paid date down endorsements to the American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages as supplemented to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including mechanics’ and materialmen’s Liens) and encumbrances, excepting only any Liens which are expressly permitted by this Agreement to be prior, and providing for such other affirmative insurance (including endorsements for future advances under the Credit Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable; (iii) such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be permitted required to encumber induce the Inn and/or title company to issue the Site with any Mortgage, provided that such Mortgage meets Policies referred to in clause (ii) above; (iv) estoppel certificates executed by all tenants of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on Properties; provided, however, that the Borrower shall only be required to use commercially reasonable terms and conditionsefforts to obtain such executed estoppel certificates; 2. As (v) evidence of the date insurance required by the terms of the proposed financingMortgages; (vi) with respect to the Xxxxxxx County Property, a duly executed landlord estoppel and consent agreement, in form and substance satisfactory to the aggregate principal balance Administrative Agent, along with (A) a memorandum of all Mortgages encumbering lease and purchase option in recordable form with respect to the Innleasehold interest and purchase option created under the Xxxxxxx County Lease, including executed and acknowledged by the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) owner of the fair market value of the Inn; affected real property, as lessor, or (yB) evidence that the dollar amount obtained by (a) dividing Xxxxxxx County Lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the average annual Operating Profit for the twentyAdministrative Agent’s reasonable judgment, to give constructive notice to third-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result party purchasers of clause (a) by the Capitalization Multiplesuch leasehold interest; and 3. Owner(vii) such other consents, Manager agreements and confirmations of lessors and third parties as the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in Administrative Agent may deem necessary or desirable and evidence that all other actions that the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowAdministrative Agent may deem necessary or desirable. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner shall be permitted With respect to encumber any fee interest in any real property that is acquired by the Inn and/or Company or a Guarantor after the Site with any Mortgage, provided Issue Date that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from does not constitute an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Excluded Asset set forth in clause (x) seventy percent (70%3) of the fair market value definition thereof (such real property referred to individually and collectively as the “Premises”), within 90 days of such acquisition, the Company will or will cause the applicable Guarantor, as the case may be, to: (1) deliver to the Collateral Agent, as mortgagee, for the benefit of the Inn; Notes Secured Parties, fully executed Mortgages, duly executed by the Company or the applicable Guarantor, as the case may be, together with evidence of the completion (y) the dollar amount obtained by (a) dividing the average annual Operating Profit or satisfactory arrangements for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Ownercompletion), Manager or all recordings and the holder filings of such Mortgage shall have entered into as may be necessary to create a Subordination Agreement (valid, perfected Lien, subject to Permitted Liens and the Intercreditor Agreement, against the Premises purported to be recorded covered thereby; (2) deliver to the Collateral Agent, a mortgagee’s title insurance policy in favor of the real property records Collateral Agent in an amount equal to 100% of the jurisdiction where Fair Market Value of the Site is locatedPremises purported to be covered by the related Mortgage, insuring that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens and any other exceptions disclosed in such policy, and such policy shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment) as further described in Section 8.03 below.of all premiums thereon; B. For purposes of this Section 8.02(3) deliver to the Collateral Agent, the fair market value most recent survey of the Inn shall be such Premises, together with either (i) as set forth an updated survey certification in any then current appraisal obtained or accepted by an Institutional Lender favor of the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in connection with a Qualified Mortgage, the facts depicted in the survey or (ii) an affidavit and/or indemnity from the Company or the applicable Guarantor, as the case may be, stating that to its knowledge there has been no change in the absence facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurer issuing the title policy to remove the standard survey exception from such policy and issue a survey endorsement to such policy; and (4) deliver an appraisalOpinion of Counsel to the Collateral Agent that such Mortgage has been duly authorized, as reasonably determined executed and delivered by Owner the Company or such Guarantor, constitutes a legal, valid, binding and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value enforceable obligation of the Inn. If Company or such Guarantor and creates a valid perfected Lien in the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes Premises purported to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgagecovered thereby."

Mortgages. A. Owner shall Within 60 days after the Closing Date, the Borrower will deliver, or cause to be permitted delivered to encumber the Inn and/or Agent or the Site with any MortgageCollateral Agent: (i) trust deeds and mortgages in form and substance satisfactory to the Collateral Agent and covering the properties listed on Part I of Schedule X hereto, provided duly executed by the respective Loan Party; (ii) evidence that such Mortgage meets all counterparts of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Mortgages have been duly recorded on or before such date in all filing or recording offices that the Collateral Agent may deem necessary or desirable in order to create a valid first and is subsisting Lien on commercially reasonable terms the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and conditionsthat all filing and recording taxes and fees have been paid; 2. As (iii) fully paid American Land Title Association Lender's Extended Coverage title insurance policies in form and substance, with endorsements and in amount acceptable to the Collateral Agent, issued, coinsured and reinsured by title insurers acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only liens permitted thereunder, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Collateral Agent may deem necessary or desirable; (iv) American Land Title Association form surveys, dated no more than 60 days before the Closing Date, certified to the Collateral Agent and the issuer of the date of title insurance policies in subclause (iii) above, in a manner satisfactory to the proposed financingCollateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Collateral Agent, showing all buildings and other improvements, any off-site improvements, the aggregate principal balance location of all Mortgages encumbering any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the Innabsence of encroachments, including either by such improvements 55 50 or on to such property, and other defects, other than encroachments and other defects acceptable to the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization MultipleCollateral Agent; and 3. Owner, Manager (v) evidence that all other action that the Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded property described in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowMortgages has been taken. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and fifty (150) days of the acquisition, formation or designation of such Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s title insurance policies (or marked up title commitments having the effect of policies of title insurance) or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Coverage Ratio; then Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent; (bv) multiplying a completed “Life of Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) by Collateral Agent and otherwise in compliance with the Capitalization MultipleFlood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described in Section 8.03 below. B. For purposes of this Section 8.02promptly as practicable after the reasonable request therefor by the Collateral Agent, the fair market value of the Inn shall be environmental assessment reports and reliance letters (iif any) as set forth in any then current appraisal obtained or accepted by an Institutional Lender that have been prepared in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Qualified MortgagePerson other than the Borrower or one of its Subsidiaries, or (ii) in where, despite the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value commercially reasonable efforts of the Inn. If the parties Borrower to obtain such consent, such consent cannot agree on an appraiser within thirty be obtained. (303) days after Notwithstanding anything to the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth contrary in this Section 8.02 shall 6.11, the Collateral Agent may grant one or more extensions of time from any time period set forth herein or grant one or more waivers for the taking of or causing any action, delivering or furnishing any notice, information, documents, insurance or opinions or for the creation and perfection of any Liens in its reasonable discretion and any such extensions or waivers may, in the sole discretion of the Collateral Agent, be referred to in this Agreement as a "Qualified Mortgageeffective retroactively."

Mortgages. A. Owner At the request of the Administrative Agent or the Required Lenders (in their sole discretion), the Borrower and/or each Subsidiary Guarantor shall be cause the Administrative Agent and the Secured Parties to have, at all times, a first priority perfected security interest (subject only to Liens permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets hereunder) in all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As fee owned real property located in the United States of the date of Borrower or the proposed financingSubsidiary Guarantors, so long as the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the book value or fair market value of each such property made subject to a Mortgage hereunder exceeds $3,000,000, by executing and delivering Mortgages that may be necessary in the Inn; reasonable opinion of the Administrative Agent to create a valid, first priority perfected Lien (subject only to Liens permitted hereunder) against such real property. 73 107 Should the Administrative Agent or (y) Required Lenders elect to exercise the dollar amount obtained by option described in the immediately preceding paragraph, in connection with the execution and delivery of such Mortgages, the Borrower shall, and shall cause each such Subsidiary Guarantor to: (a) dividing provide evidence of the average annual Operating Profit completion (or satisfactory arrangements for the twenty-six completion) of all recordings and filings of each such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, first priority perfected Lien (26subject only to Liens permitted hereunder) most recent full Accounting Periods by against the Coverage Ratio; then properties purported to be covered thereby; (b) multiplying obtain mortgagee's title insurance policies in favor of the result Administrative Agent for the benefit of clause (a) the Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Administrative Agent, with respect to the property purported to be covered by each Mortgage, insuring that title to such property is marketable and that the interests created by each Mortgage constitute valid first Liens thereon free and clear of all material defects and encumbrances other than as permitted hereunder or as otherwise approved by the Capitalization MultipleAdministrative Agent, and such policies shall also include a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and 3. Owner(c) provide such other approvals, Manager opinions, or documents as the Administrative Agent may reasonably request with respect to such real property, including consents and estoppel agreements from landlords, and a reasonably current survey of each property purported to be covered by a Mortgage in form and substance satisfactory to the Administrative Agent and the holder of title insurer; provided that the Borrower and its Subsidiaries shall not be required to use more than commercially reasonable efforts to obtain any such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowdocumentation from third parties. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner Except for the properties listed on Schedule III, the Administrative Agents shall be permitted to encumber the Inn and/or the Site with any Mortgagehave received Mortgages, provided that such Mortgage meets all each dated as of the following requirementsClosing Date and duly executed and delivered by the applicable Obligor, for all real property owned by the Company or any U.S. Subsidiary (other than any Excluded Property) together with: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing evidence of the average annual Operating Profit completion (or satisfactory arrangements for the twenty-six (26completion) most recent full Accounting Periods by of all recordings and filings of each Mortgage as may be necessary or, in the Coverage Ratio; then opinion of the Administrative Agents, desirable to create a valid, perfected first priority Lien against the properties purported to be covered thereby; (b) multiplying mortgagee’s title insurance policies in favor of the result Collateral Agent for the benefit of clause (a) the Secured Parties in amounts and in form and substance and issued by insurers, satisfactory to the Agents, with respect to the property purported to be covered by each Mortgage, insuring that title to such property is marketable and that the interests created by each Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Capitalization MultipleAdministrative Agents, and, if required by the Administrative Agents and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic’s lien endorsement and such other endorsements as the Administrative Agents shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and 3. Owner(c) such other approvals, Manager opinions, or documents as the Administrative Agents may request in form and substance satisfactory to the Administrative Agents including consents and estoppel agreements from landlords, in form and substance satisfactory to the Administrative Agents and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 belowtitle insurer. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) Real Properties in favor of the fair market Collateral Agent, for the benefit of the Secured Parties set forth on Schedule 4.01(j) duly executed and acknowledged by the appropriate Loan Parties, and Mortgages encumbering the Real Properties in favor of the Collateral Agent, for the benefit of the Secured Parties set forth in Schedule 4.01(j) to the Barrington Credit Facility, duly executed and acknowledged by the appropriate Barrington Guarantors, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid Fee Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction in form and substance, with endorsements and in coverage amounts, reasonably acceptable to the Collateral Agent (not to exceed the value of the Inn; or Real Properties covered thereby issued by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the Real Property described therein, free and clear of all defects and encumbrances, subject to First Priority Liens permitted by Section 7.02, and providing for such other affirmative insurance (yincluding endorsements for future advances under the Loan Documents) as the dollar amount obtained by Collateral Agent may deem reasonably necessary; (aiii) dividing the average annual Operating Profit opinions of local counsel for the twenty-six Loan Parties and the Barrington Guarantors, as applicable, in states in which the Mortgaged Properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods by Surveys with respect to each such Mortgaged Property; (v) such other evidence that all other actions that the Coverage Ratio; then (b) multiplying Administrative Agent may reasonably deem necessary in order to create valid and subsisting Liens on the result of clause (a) by property described in the Capitalization MultipleMortgages has been taken; and 3. Owner, Manager and the holder of such Mortgage shall have entered into (vi) a Subordination Agreement (completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 beloweach Mortgaged Property. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgage."

Mortgages. A. Owner shall be permitted Deliver to encumber the Inn and/or the Site Applicable Collateral Agent a Mortgage with any Mortgagerespect to each Mortgaged Property, provided that such Mortgage meets all executed and delivered by a duly authorized officer of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 beloweach party thereto. B. For purposes of this Section 8.02, the fair market value of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted If requested by an Institutional Lender in connection with a Qualified Mortgagethe Applicable Collateral Agent, or which request shall be made (iiif at all) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days promptly after the date on which either party notifies Closing Date hereof, deliver to the other that it wishes to have Applicable Collateral Agent, and the fair market value of title insurance company issuing the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be policy referred to in this Agreement clause (iii) below (the "Title Insurance Company"), maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Applicable Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to the Applicable Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, or in accordance with such other minimum standards as may be applicable in Canada, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a "Qualified Mortgagephysical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; (F) if the site is described as being on a filed map, a legend relating the survey to said map; and (G) the flood zone designations, if any, in which the Mortgaged Properties are located."

Mortgages. A. Owner The Administrative Agent shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all of the following requirementshave received: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: (x) seventy percent (70%) of the fair market value of the Inn; or (y) the dollar amount obtained by (a) dividing a First Lien Mortgage encumbering each Initial First Lien Mortgaged Property in favor of the average annual Operating Profit Collateral Agent, for the twenty-six (26) most recent full Accounting Periods benefit of the Secured Parties, duly executed and acknowledged by each Obligor that is the Coverage Ratio; then owner of or holder of any interest in such Initial First Lien Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Initial First Lien Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a valid, perfected First Priority Lien under applicable law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Agents; (b) multiplying evidence reasonably satisfactory to the result Agents that such action (including, without limitation, the filing of appropriately completed Uniform Commercial Code financing statements and the recording of each First Lien Mortgage contemplated pursuant to clause (a) by of this Section 5.1.11) as may be necessary or as the Capitalization MultipleAgents shall have reasonably requested to perfect the First Priority Liens created pursuant to such First Lien Mortgages shall have been taken, or that arrangements therefore satisfactory to the Agents shall have been made; (c) evidence reasonably satisfactory to the Agents that such action (including the recording of releases, terminations, reconveyances, satisfactions, cancellations and other similar instruments) as may be necessary or as the Agents shall have reasonably requested to release all mortgage Liens against each Initial First Lien Mortgaged Property, each Post-Closing First Lien Mortgaged Property and each Second Lien Mortgaged Property, in each case, related to or filed in connection with the Existing Credit Agreement; (d) legal opinions of local counsel admitted to practice in the State in which the Initial First Lien Mortgaged Properties are located reasonably satisfactory to the Agents, which legal opinions shall be in form and substance reasonably satisfactory to the Agents; and 3. Owner(e) with respect to each Initial First Lien Mortgaged Property, Manager a Standard Flood Hazard Determination (FEMA Form 81-93, Oct 02, or the then current form) certified to the Collateral Agent and showing that no portion of any Initial First Lien Mortgaged Property is located in an area identified by the holder of such Mortgage shall have entered into a Subordination Agreement (Federal Emergency Management Agency or any successor thereto as an area having special flood hazards pursuant to the Flood Insurance Acts or, in the event any Initial First Lien Mortgaged Property is required to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value listed on Item 6.18 of the Inn Disclosure Schedule, evidence that the applicable Obligor is in compliance with the insurance requirements prescribed in clause (iii) of Section 7.1.4 hereof; provided that the Agents shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request satisfied that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value none of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes properties purported to have the fair market value of the Inn be determined covered by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any any Second Lien Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageis Excluded Second Lien Collateral."

Mortgages. A. Owner The Borrower will, or will cause the applicable Loan Party to, provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and twenty (120) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction without surveys (it being agreed that zoning reports from a nationally recognized zoning company shall be permitted acceptable in lieu of zoning endorsements to encumber title policies in any jurisdiction where there is a material difference in the Inn and/or cost of zoning reports and zoning endorsements) and in amounts, reasonably acceptable to the Site with any Mortgage, provided that such Mortgage meets all of the following requirements: 1. The proposed Mortgage is from an Institutional Lender and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Collateral Agent (x) seventy percent (70%) of not to exceed the fair market value of the Inn; real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have a material adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (yiii) the dollar amount obtained by (a) dividing the average annual Operating Profit customary Opinions of Counsel for the twenty-six applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the due authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent; (26iv) most recent full Accounting Periods American Land Title/American Congress on Surveying and Mapping surveys (or, if reasonably acceptable to the Collateral Agent, zip or express maps) for each Material Real Property or existing surveys together with no change affidavits, in each case certified to the Collateral Agent if deemed necessary by the Coverage Ratio; then Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent; (bv) multiplying a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Material Real Property containing improved land addressed to the result of clause (a) Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Capitalization MultipleFederal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Borrower’s duly executed acknowledgement of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the Borrower or applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and 3. Owner, Manager and the holder of such Mortgage shall have entered into a Subordination Agreement (to be recorded in the real property records in the jurisdiction where the Site is locatedvi) as further described promptly as practicable after the reasonable request therefor by the Collateral Agent, environmental assessment reports and reliance letters (if any) that have been prepared in Section 8.03 below. B. For purposes connection with such acquisition, designation or formation of this Section 8.02any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the fair market value commercially reasonable efforts of the Inn shall Borrower to obtain such consent, such consent cannot be (i) as obtained. The Collateral Agent may grant extensions of time for the creation and perfection of Mortgage Liens in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular Material Real Property where it determines that such action cannot be accomplished by the time periods set forth in any then current appraisal obtained this Agreement or accepted by an Institutional Lender in connection the Collateral Documents. Notwithstanding anything herein to the contrary, with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable respect to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in Section 4.01(1)(c)(i), each certificate required to be delivered pursuant to Section 4.01(1)(c)(i) on the Effective Date by any Loan Party will not constitute conditions precedent to the effectiveness of this Section 8.02 Agreement on the Effective Date or the obligation of each Lender to make a Credit Extension hereunder on the Closing Date and that the only action with respect to the perfection of the Collateral that shall constitute conditions precedent to the effectiveness of this Agreement on the Effective Date shall be referred the delivery of the UCC-1 financing statements required pursuant to in this Agreement Section 4.01(1)(c)(ii); provided that the Borrower will use commercially reasonable efforts to effect the delivery of each certificate required to be delivered pursuant to Section 4.01(1)(c)(i) (and transfer powers with respect thereto) on or prior to the Closing Date without undue burden or expense; provided further that each of the Borrower and its wholly owned Material Domestic Subsidiaries (other than Excluded Subsidiaries) will execute and/or deliver any such document(s) that is not delivered and take any perfection action that is not taken on the Effective Date or on the Closing Date within 90 days after the Closing Date (or such later date as a "Qualified Mortgageagreed to by the Administrative Agent)."

Mortgages. A. Owner shall be permitted to encumber the Inn and/or the Site with any Mortgage, provided that such Mortgage meets all (i) Each of the following requirements: 1. The proposed Mortgage is from an Institutional Lender Mortgages, when executed and is on commercially reasonable terms and conditions; 2. As of the date of the proposed financing, the aggregate principal balance of all Mortgages encumbering the Inn, including the proposed Mortgagedelivered, shall be no greater than in a form effective to create in favor of Agent, for the lesser of: (x) seventy percent (70%) benefit of the fair market value of Secured Parties, a valid and enforceable Lien on the Inn; or (y) Mortgaged Property described therein, and when the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods by the Coverage Ratio; then (b) multiplying the result of clause (a) by the Capitalization Multiple; and 3. OwnerMortgages are filed, Manager and the holder of each such Mortgage shall constitute a Lien on, and security interest in, all right, title and interest of the Credit Parties in such Mortgaged Properties, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for Permitted Encumbrances which by operation of law or contract would have entered into a Subordination Agreement priority over the Liens securing the Obligations). (ii) For any parcel of Real Property to be recorded included as a component in the real property records Borrowing Base, Agent shall have received a duly executed original Mortgage for such Mortgaged Property, in form and substance reasonably satisfactory to Agent, together with: (A) a Phase I Environmental Site Assessment Report that meets ASTM Standard E1527-05; (B) a mortgage title insurance commitment for fully-paid title insurance with endorsements and in amounts reasonably acceptable to Agent, insuring that Agent, for the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value benefit of the Inn Secured Parties, shall be have a first priority Lien (subject to Permitted Encumbrances) on such Mortgaged Property, evidence of which shall have been provided in form and substance reasonably acceptable to Agent (“Title Insurance”); (C) if reasonably required by Agent, (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender in connection with a Qualified Mortgage, or (ii) in the absence of such an appraisal, as reasonably determined by Owner ALTA survey has been delivered for which all necessary fees have been paid and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable which is dated no more than 60 days prior to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes applicable Mortgage is recorded (or such longer period as Agent may agree), certified to have Agent and the fair market value issuer of the Inn be determined Title Insurance in a manner reasonably satisfactory to Agent by an appraisala land surveyor duly registered and licensed in the state in which such Mortgaged Property is located and acceptable to Agent, and shows all buildings and other improvements located on the Mortgaged Property, the location of any easements, parking spaces, rights of way and building setback lines and the absence of: (A) encroachments, either party may elect by such improvements or on to such property, which have such fair market value determined by not been cured or insured over and (B) other defects which have not been cured or insured over, in each case, other than encroachments and other defects permitted under Section 7.7 or otherwise acceptable to Agent (a “Real Estate Survey”); (ii) a letter of opinion from local counsel in the Expert state where the Mortgaged Property is located with respect to the enforceability of the Mortgage and the perfection of any related fixture filings in form and substance reasonably satisfactory to Agent (a “Mortgage Opinion”); and (iii) at the request of Agent in the exercise of its Reasonable Discretion and to the extent deliverable pursuant to Section 11.21. Any Mortgage which meets the Credit Parties’ commercially reasonable efforts: (A) estoppel certificates executed by all tenants of the requirements set forth such Mortgaged Property and (B) such other consents, agreements and confirmations of lessors and third parties as Agent may deem necessary or desirable; and (D) if such Mortgaged Property is located in this Section 8.02 shall be referred a Special Flood Hazard Area and required by Agent, evidence of Flood Insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to in this Agreement as a "Qualified MortgageAgent."

Mortgages. A. Owner With respect to each parcel of real property or leasehold interest with a current fair CREDIT AGREEMENT market value in excess of $1,500,000, as demonstrated in a manner reasonably satisfactory to the Agent, at the time of acquisition thereof, the following documents each of which shall be permitted executed (and, where appropriate, acknowledged) by Persons satisfactory to encumber the Inn and/or Agent: (A) one or more Mortgages covering the Site with any Mortgage, provided that such Mortgage meets all parcels of real Property of the following requirements: 1. The proposed Mortgage is from an Institutional Lender relevant Supplemental Guarantor or acquired by the Company or any Subsidiary thereof pursuant to a Permitted Acquisition financed hereunder (collectively, the "SUPPLEMENTAL MORTGAGES"), in each case duly executed and is on commercially reasonable terms delivered by the Company or the relevant Subsidiary or Supplemental Guarantor, as applicable, in recordable form and, to the extent necessary under applicable law, for filing in the appropriate county land offices, Uniform Commercial Code financing statements covering fixtures, in each case appropriately completed and conditionsduly executed; 2. As (B) one or more commitments for or mortgagee policies of title insurance on forms of and issued by one or more title companies satisfactory to the Agent ("TITLE COMPANIES"), insuring the validity and priority of the date Liens created under the Supplemental Mortgages for and in amounts satisfactory to the Agent, subject only to such exceptions as are satisfactory to the Majority Lenders; (C) current as-built surveys of each of the proposed financingparcels to be covered by the Supplemental Mortgages and, in the case of certain surveys (as agreed by the Company and the Agent), accompanied by a certificate of an appropriate officer or employee of the Company, which surveys shall be in form and content acceptable to the Agent and shall have been prepared by a registered surveyor acceptable to the Agent; (D) upon request of the Agent, certified copies of permanent and unconditional certificates of occupancy (or, if it is not the practice to issue certificates of occupancy in the jurisdiction in which the parcels to be covered by the Supplemental Mortgages are located, then such CREDIT AGREEMENT other evidence reasonably satisfactory to each Lender) permitting the fully functioning operation and occupancy of each such facility and of such other permits necessary for the use and operation of each such facility issued by the respective governmental authorities having jurisdiction over each such facility; (E) upon request of the Agent, in the case of Supplemental Mortgages covering leasehold interests, such estoppel, consents and other agreements from the lessor, the aggregate principal balance holder of all Mortgages encumbering a fee mortgage or a sublessee, as the Inn, including the proposed Mortgage, shall be no greater than the lesser of: Agent may reasonably request; (xF) seventy percent (70%) upon request of the fair market value Agent, appraisals of each of the Inn; or (y) facilities located on the dollar amount obtained by (a) dividing the average annual Operating Profit for the twenty-six (26) most recent full Accounting Periods Properties covered by the Coverage Ratio; then (b) multiplying Supplemental Mortgages prepared by a Person, and using a methodology, satisfactory to the result of clause (a) by the Capitalization MultipleAgent; and 3. Owner(G) contemporaneously dated opinions of local counsel in the respective jurisdictions in which the properties covered by the Supplemental Mortgages are located, Manager substantially in the form of Exhibit F hereto (with such changes thereto as the Agent shall approve), and in each case, covering such other matters as the Agent may reasonably request (and the holder Company, each relevant Subsidiary of the Company and each Supplemental Guarantor hereby instructs such Mortgage counsel to deliver such opinion to the Lenders and the Agent). In addition, the Company shall have entered into a Subordination Agreement (paid to be recorded in the real property records in the jurisdiction where the Site is located) as further described in Section 8.03 below. B. For purposes of this Section 8.02, the fair market value Title Companies all expenses and premiums of the Inn shall be (i) as set forth in any then current appraisal obtained or accepted by an Institutional Lender Title Companies in connection with a Qualified Mortgage, or (ii) the issuance of such policies and in addition shall have paid to the Title Companies an amount equal to the recording and stamp taxes payable in connection with recording the Supplemental Mortgages in the absence of such an appraisal, as reasonably determined by Owner and Manager. If Owner and Manager do not agree on such fair market value, either party may request that a licensed appraiser (reasonably acceptable to both parties) shall determine the fair market value of the Inn. If the parties cannot agree on an appraiser within thirty (30) days after the date on which either party notifies the other that it wishes to have the fair market value of the Inn be determined by an appraisal, either party may elect to have such fair market value determined by the Expert pursuant to Section 11.21. Any Mortgage which meets all of the requirements set forth in this Section 8.02 shall be referred to in this Agreement as a "Qualified Mortgageappropriate jurisdictions."