Common use of Tax Compliance Certificates Clause in Contracts

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Mezzanine Loan Agreement dated as of June 13, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of America, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectively, as Lender, and [ ], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”), dated as of , 20 is made by [ ], a [ ], with a mailing address at [ ] (“Guarantor”), to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Mezzanine C Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX Reference is hereby made to the Junior Mezzanine C Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX Reference is hereby made to the Junior Mezzanine C Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX Reference is hereby made to the Junior Mezzanine C Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”)00000000.0.XXXXXXXX 00000000.0.XXXXXXXX 00000000.0.XXXXXXXX 00000000.0.XXXXXXXX XX Xxxxxxxxx Hotel Associates, dated as of L.P. 4065147 Limited partnership Delaware HH FP Portfolio LLC 3830654 Limited liability company Delaware HH Denver LLC 3849976 Limited liability company Delaware HH Gaithersburg LLC 4145240 Limited liability company Delaware HH LC Portfolio LLC 3885655 Limited liability company Delaware XX Xxxxxx Hotel Associates, 20 is made by [ ]L.P. 4321155 Limited partnership Delaware HH Baltimore LLC 3818746 Limited liability company Delaware HH Tampa Westshore LLC 3748161 Limited liability company Delaware HH Savannah LLC 3818753 Limited liability company Delaware HH San Antonio LLC 4386105 Limited liability company Delaware HH DFW Hotel Associates, a [ ]L.P. 3847840 Limited partnership Delaware HH Texas Hotel Associates, with a mailing address at [ ] (“Guarantor”)L.P. 3482995 Limited partnership Delaware HH Melrose Hotel Associates, to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).L.P. 4118310 Limited partnership Delaware HH Palm Springs LLC 3982832 Limited liability company Delaware Portsmouth Hotel Associates LLC 3005218 Limited liability company Delaware 00000000.0.XXXXXXXX HH Atlanta LLC 4218175 Limited liability company Delaware HH Chicago LLC 4288485 Limited liability company Delaware 00000000.0.XXXXXXXX

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Mezzanine D Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX C-1 Reference is hereby made to the Junior Mezzanine D Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX C-2 Reference is hereby made to the Junior Mezzanine D Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX C-3 Reference is hereby made to the Junior Mezzanine D Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”)00000000.0.XXXXXXXX C-4 00000000.0.XXXXXXXX D-1 00000000.0.XXXXXXXX E-1 XX Xxxxxxxxx Hotel Associates, dated as of L.P. 4065147 Limited partnership Delaware HH FP Portfolio LLC 3830654 Limited liability company Delaware HH Denver LLC 3849976 Limited liability company Delaware HH Gaithersburg LLC 4145240 Limited liability company Delaware HH LC Portfolio LLC 3885655 Limited liability company Delaware XX Xxxxxx Hotel Associates, 20 is made by [ ]L.P. 4321155 Limited partnership Delaware HH Baltimore LLC 3818746 Limited liability company Delaware HH Tampa Westshore LLC 3748161 Limited liability company Delaware HH Savannah LLC 3818753 Limited liability company Delaware HH San Antonio LLC 4386105 Limited liability company Delaware HH DFW Hotel Associates, a [ ]L.P. 3847840 Limited partnership Delaware HH Texas Hotel Associates, with a mailing address at [ ] (“Guarantor”)L.P. 3482995 Limited partnership Delaware HH Melrose Hotel Associates, to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).L.P. 4118310 Limited partnership Delaware HH Palm Springs LLC 3982832 Limited liability company Delaware Portsmouth Hotel Associates LLC 3005218 Limited liability company Delaware 00000000.0.XXXXXXXX HH Atlanta LLC 4218175 Limited liability company Delaware HH Chicago LLC 4288485 Limited liability company Delaware 00000000.0.XXXXXXXX

Tax Compliance Certificates. (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Mezzanine B Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX Reference is hereby made to the Junior Mezzanine B Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX Reference is hereby made to the Junior Mezzanine B Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Participation, (iii) with respect such Participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 00000000.0.XXXXXXXX Reference is hereby made to the Junior Mezzanine B Loan Agreement dated as of June 13, 2018 [______________] (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Agreement”), between Bank of AmericaColumn Financial, N.A., Barclays Bank PLC, and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC, collectivelyInc., as Lender, and [ [______________], as Borrower. Pursuant to the provisions of Section 2.7(e) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan (as well as any Note evidencing such Loan) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan (as well as any Note evidencing such Loan), (iii) with respect to the extension of credit pursuant to this Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform Borrower, and (2) the undersigned shall have at all times furnished Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [NAME OF LENDERPARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] THIS PIP COMPLETION GUARANTY AGREEMENT (the “Agreement”)00000000.0.XXXXXXXX 00000000.0.XXXXXXXX 00000000.0.XXXXXXXX XX Xxxxxxxxx Hotel Associates, dated as of L.P. 4065147 Limited partnership Delaware HH FP Portfolio LLC 3830654 Limited liability company Delaware HH Denver LLC 3849976 Limited liability company Delaware HH Gaithersburg LLC 4145240 Limited liability company Delaware HH LC Portfolio LLC 3885655 Limited liability company Delaware XX Xxxxxx Hotel Associates, 20 is made by [ ]L.P. 4321155 Limited partnership Delaware HH Baltimore LLC 3818746 Limited liability company Delaware HH Tampa Westshore LLC 3748161 Limited liability company Delaware HH Savannah LLC 3818753 Limited liability company Delaware HH San Antonio LLC 4386105 Limited liability company Delaware HH DFW Hotel Associates, a [ ]L.P. 3847840 Limited partnership Delaware HH Texas Hotel Associates, with a mailing address at [ ] (“Guarantor”)L.P. 3482995 Limited partnership Delaware HH Melrose Hotel Associates, to and for the benefit of [ ] (together with its successors and/or assigns, “Lender”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Loan Agreement (as defined below).L.P. 4118310 Limited partnership Delaware HH Palm Springs LLC 3982832 Limited liability company Delaware Portsmouth Hotel Associates LLC 3005218 Limited liability company Delaware 00000000.0.XXXXXXXX HH Atlanta LLC 4218175 Limited liability company Delaware HH Chicago LLC 4288485 Limited liability company Delaware 00000000.0.XXXXXXXX