MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Exhibit 10.22

RIVERCENTER LANDMARK TRS, INC., as mortgagor

(Borrower)

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as mortgagee

(Lender)

MORTGAGE AND

SECURITY AGREEMENT

(LEASEHOLD)


		Dated:		As of February 15, 2005

		Location:		0 Xxxx XxxxxXxxxxx Xxxx/00 Xxxx XxxxxXxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx

		Xxxxxx:		Kenton

		UPON RECORDATION RETURN TO:

		DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP
		000 Xxxxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
		Attention: Xxxxxxx X. Xxxxx

		Loan Number: 6 105 784


INSTRUMENT PREPARED BY:

By:
Name:

DLA Xxxxx Xxxxxxx Xxxx Xxxx US LLP

000 Xxxxxx Xxxxxx, Xxxxx 0000

Xxx Xxxxxxxxx, XX 00000

T: 415.659.7000

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

TABLE OF CONTENTS


ARTICLE I - OBLIGATIONS
Section 1.01	Obligations	3
Section 1.02	Documents	3

ARTICLE II - REPRESENTATIONS AND WARRANTIES
Section 2.01	Title, Legal Status and Authority	4
Section 2.02	Validity of Documents	4
Section 2.03	Litigation	4
Section 2.04	Status of Property	4
Section 2.05	Tax Status of Borrower	5
Section 2.06	Bankruptcy and Equivalent Value	5
Section 2.07	Disclosure	5
Section 2.08	Illegal Activity	6
Section 2.09	Executive Order 13224	6

ARTICLE III - COVENANTS AND AGREEMENTS
Section 3.01	Payment of Obligations	6
Section 3.02	Continuation of Existence	6
Section 3.03	Taxes and Other Charges	6
Section 3.04	Defense of Title, Litigation, and Rights under Documents	7
Section 3.05	Compliance with Laws and Operation and Maintenance of Property	8
Section 3.06	Insurance	9
Section 3.07	Damage and Destruction of Property	11
Section 3.08	Condemnation	12
Section 3.09	Liens and Liabilities	13
Section 3.10	Tax and Insurance Deposits	13
Section 3.11	ERISA	14
Section 3.12	Environmental Representations, Warranties and Covenants	15
Section 3.13	Electronic Payments	17
Section 3.14	Inspection	17
Section 3.15	Records, Reports, and Audits	17
Section 3.16	Borrower’s Certificates	18
Section 3.17	Full Performance Required; Survival of Warranties	18
Section 3.18	Additional Security	18
Section 3.19	Further Acts	19
Section 3.20	Capital Leases	19

ARTICLE IV - ADDITIONAL ADVANCES; EXPENSES; SUBROGATION
Section 4.01	Expenses and Advances	19
Section 4.02	Subrogation	19

ARTICLE V - SALE, TRANSFER, OR ENCUMBRANCE OF THE PROPERTY
Section 5.01	Due-on-Sale or Encumbrance	00

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XXXXXXXXXX : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000


ARTICLE VI - DEFAULTS AND REMEDIES
Section 6.01	Events of Default	21
Section 6.02	Remedies	23
Section 6.03	Expenses	24
Section 6.04	Rights Pertaining to Sales	24
Section 6.05	Applications of Proceeds	25
Section 6.06	Additional Provisions as to Remedies	25
Section 6.07	Waiver of Rights and Defenses	25

ARTICLE VII - SECURITY AGREEMENT
Section 7.01	Security Agreement	26

ARTICLE VIII - LIMITATION ON PERSONAL LIABILITY AND INDEMNITIES
Section 8.01	Limited Recourse Liability	26
Section 8.02	General Indemnity	26
Section 8.03	Transaction Taxes Indemnity	26
Section 8.04	ERISA Indemnity	26
Section 8.05	Environmental Indemnity	27
Section 8.06	Duty to Defend, Costs and Expenses	27
Section 8.07	Recourse Obligation and Survival	27

ARTICLE IX - ADDITIONAL PROVISIONS
Section 9.01	Usury Savings Clause	27
Section 9.02	Notices	28
Section 9.03	Sole Discretion of Lender	28
Section 9.04	Applicable Law and Submission to Jurisdiction	29
Section 9.05	Construction of Provisions	29
Section 9.06	Transfer of Loan	29
Section 9.07	Miscellaneous	30
Section 9.08	Entire Agreement	30
Section 9.09	WAIVER OF TRIAL BY JURY	31

ARTICLE X - OPERATIONS LEASE PROVISIONS

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E

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PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

DEFINITIONS

The terms set forth below are defined in the following sections of this Mortgage and Security Agreement:


Action		Section 9.04
Additional Funds		Section 3.07 (c)
Affecting the Property		Section 3.12 (a)
Affiliate Loan		Section 5.01
Affiliate Loan Lender		Section 5.01
All		Section 9.05 (m)
Any		Section 9.05 (m)
Assessments		Section 3.03 (a)
Assignment		Recitals, Section 2 (B)
Awards		Section 3.08 (b)
Bankruptcy Code		Recitals, Section 2 (A) (ix)
Borrower		Preamble
Costs		Section 4.01
Damage		Section 3.07 (a)
Default Rate		Section 1.01 (a)
Demand		Section 9.12 (n)
Deposits		Section 3.10
Documents		Section 1.02
Environmental Indemnity		Section 8.05
Environmental Law		Section 3.12 (a)
Environmental Liens		Section 3.12 (b)
Environmental Report		Section 3.12 (a)
ERISA		Section 3.11
Event of Default		Section 6.01
Flood Acts		Section 2.04 (a)
Foreign Person		Section 2.05
Full Insurable Value		Section 3.06 (a)
Grace Period		Section 6.01(b)
Hazardous Materials		Section 3.12 (a)
Impositions		Section 3.10
Improvements		Recitals, Section 2 (A) (ii)
Include, Including		Section 9.05 (f)
Indemnified Parties		Section 8.02
Indemnify		Section 8.02
Instrument		Preamble
Insurance Premiums		Section 3.10
Investors		Section 9.06
Land		Recitals, Section 2 (A) (i)
Laws		Section 3.05(c)
Lease		Section 9.05 (k)
Leases		Recitals, Section 2 (A) (ix)
Lender		Preamble

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PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000


Lessee		Section 9.05 (k)
Lessor		Section 9.05 (k)
Liens		Section 3.09
Loan		Recitals, Section 1
Losses		Section 8.02
Major Tenants		Section 3.08 (d)
Microbial Matter		Section 3.12 (a)
Net Proceeds		Section 3.07 (d)
Note		Recitals, Section 1
Notice		Section 9.02
Obligations		Section 1.01
On Demand		Section 9.05 (n)
Organization State		Section 2.01
Owned		Section 9.05 (l)
Permitted Encumbrances		Recitals, Section 2 (B)
Person		Section 9.05 (i)
Personal Property		Section 6.02 (j)
Prepayment Premium		Section 1.01(a)
Property		Recitals, Section 2 (A)
Property State		Section 2.1
Provisions		Section 9.05 (j)
Rating Agency		Section 9.06
Release		Section 3.12 (a)
Rent Loss Proceeds		Section 3.07 (c)
Rents		Recitals, Section 2 (A) (x)
Restoration		Section 3.07 (a)
Securities		Section 9.06
Security Agreement		Section 7.01
Taking		Section 3.08 (a)
Tenant		Recitals, Section 2 (A) (vi)
Tenants		Section 9.05 (k)
Transaction Taxes		Section 3.03 (c)
U.C.C.		Section 2.02
Upon Demand		Section 9.05 (n)
Violation		Section 3.11

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PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

MORTGAGE AND SECURITY AGREEMENT

(LEASEHOLD)

THIS MORTGAGE AND SECURITY AGREEMENT (this “Instrument”) is made as of the 15^th day of February, 2005, by RIVERCENTER LANDMARK TRS, Inc., a Maryland corporation, having its principal office and place of business at c/o Eagle Hospitality Properties Trust, Inc., 000 X. XxxxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000, as mortgagor (“Borrower”), to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, having an office at c/o Prudential Asset Resources, 0000 Xxxx Xxxxxx, Xxxxx 0000-X, Xxxx xx Xxxxxx, Xxxxxx of Xxxxxx, Xxxxx 00000, as mortgagee (“Lender”).

RECITALS:

1. Borrower, by the terms of its promissory note (“Note”) executed on the same date as this Instrument and in connection with the loan (“Loan”) from Lender to Borrower and other entities affiliates with Borrower, is indebted to Lender in the principal sum of up to EIGHTY-ONE MILLION EIGHT HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($81,800,000.00). The Maturity Date of the Loan set forth in the Note is March 5, 2010.

2. Borrower desires to secure the payment of and the performance of all of its obligations under the Note and certain additional Obligations (as defined in Section 1.01).

IN CONSIDERATION of the principal sum of the Note, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower irrevocably:

A. Grants, bargains, sells, assigns, transfers, pledges, mortgages, warrants, and conveys to Lender, and grants Lender a security interest in, the following property, rights, interests and estates owned or leased by Borrower (collectively, the “Property”):

(i) The leasehold and other real property rights in Kenton County, Kentucky, and described in Exhibit A attached hereto respecting the land described in Exhibit A attached hereto (“Land”);

(ii) All buildings, structures and improvements (including fixtures) now or later located in or on the Land (“Improvements”);

(iii) All easements, estates, and interests including hereditaments, servitudes, appurtenances, tenements, mineral and oil/gas rights, water rights, air rights, development power or rights, options, reversion and remainder rights, and any other rights owned by Borrower and relating to or usable in connection with or access to the Property;

(iv) All right, title, and interest owned by Borrower in and to all land lying within the rights-of-way, roads, or streets, open or proposed, adjoining the Land to the center line thereof, and all sidewalks, alleys, and strips and gores of land adjacent to or used in connection with the Property;

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

(v) All right, title, and interest of Borrower in, to, and under all plans, specifications, surveys, studies, reports, permits, licenses, agreements, contracts, instruments, books of account, insurance policies, and any other documents relating to the use, construction, occupancy, leasing, activity, or operation of the Property;

(vi) All fixtures and personal property described in Exhibit B owned by Borrower and replacements thereof; but excluding all personal property owned by any tenant (a “Tenant”) of the Property;

(vii) All of Borrower’s right, title and interest in the proceeds (including conversion to cash or liquidation claims) of (A) insurance relating to the Property and (B) all awards made for the taking by eminent domain (or by any proceeding or purchase in lieu thereof) of the Property, including awards resulting from a change of any streets (whether as to grade, access, or otherwise) and for severance damages;

(viii) All tax refunds, including interest thereon, tax rebates, tax credits, and tax abatements, and the right to receive the same, which may be payable or available with respect to the Property;

(ix) All leasehold estates, ground leases, leases, subleases, licenses, or other agreements, including, without limitation, all reservations, security interests, contractual liens and security deposits, affecting the use, enjoyment or occupancy of the Property now or later existing (including any use or occupancy arrangements created pursuant to Title 7 or 11 of the United States Code, as amended from time to time, or any similar federal or state laws now or later enacted for the relief of debtors (the “Bankruptcy Code”) and all extensions and amendments thereto (collectively, the “Leases”) and all of Borrower’s right, title and interest under the Leases, including all guaranties thereof; and

(x) All rents, issues, profits, royalties, receivables, use and occupancy charges (including, without limitation, all oil, gas or other mineral royalties and bonuses), room rents, revenues, accounts and receivables derived from the use or occupancy of all or any portion of the Improvements, all revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, parking fees and revenues, health club membership fees, food and beverage wholesale and retail sales (including mini-bar revenues), service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance and other sums payable by the tenants, whether evidenced by the Leases or other instruments), income and other benefits now or later derived from any portion or use of the Property (including any payments received with respect to any Tenant or the Property pursuant to the Bankruptcy Code) and all cash, security deposits, advance rentals, or similar payments relating thereto (collectively, the “Rents”) and all proceeds from the cancellation, termination, surrender, sale or other disposition of the Leases, and the right to receive and apply the Rents to the payment of the Obligations.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

B. Absolutely and unconditionally assigns, sets over, and transfers to Lender all of Borrower’s right, title, interest and estates in and to the Leases and the Rents, subject to the terms and license granted to the Borrower under that certain Assignment of Leases and Rents made by Borrower to Lender dated the same date as this Instrument (the “Assignment”), which document shall govern and control the provisions of this assignment.

C. Absolutely and unconditionally assign, sets over, and transfers to Lender all of Borrower’s right, title, interest and estates in and to all agreements, leases, franchises and contracts pertaining to the operation of the Property, subject to the terms and license granted to Borrower under that certain Assignment of Agreements made by Borrower to Lender dated the same date as this Instrument (the “Assignment of Agreements”), which document shall govern and control the provisions of this assignment.

TO HAVE AND TO HOLD the Property unto the Lender and its successors and assigns forever, subject only to the provisions of this Instrument.

PROVIDED, HOWEVER, if and when Borrower shall fully pay and perform the Obligations as provided for in the Documents (defined below) and shall comply with and fully discharge all the provisions in the Documents, these presents and the estates hereby granted (except for the obligations of Borrower set forth in Sections 3.11 and 3.12 and Article VIII hereof) shall cease and terminate.

IN FURTHERANCE of the foregoing, Borrower warrants, represents, covenants and agrees as follows:

ARTICLE I - OBLIGATIONS

Section 1.01 Obligations. This Instrument is executed, acknowledged, and delivered by Borrower to secure and enforce the following obligations (collectively, the “Obligations”):

(a) Payment of all obligations, indebtedness and liabilities under the Documents including (i) the Prepayment Premium (as defined in the Note)(“Prepayment Premium”), (ii) interest at both the rate specified in the Note and at the Default Rate (as defined in the Note)(“Default Rate”), if applicable and to the extent permitted by Laws (defined below), and (iii) renewals, extensions, and amendments of the Documents;

(b) Performance of every obligation, covenant, and agreement under the Documents including renewals, extensions, and amendments of the Documents; and

(c) Payment of all sums advanced (including costs and expenses) by Lender pursuant to the Documents including renewals, extensions, and amendments of the Documents.

Section 1.02 Documents. The “Documents” shall mean each and all of the documents and agreements listed on Exhibit E attached hereto and by this reference made a part hereof, and every other written agreement executed in connection with the Loan (but excluding the Loan application and Loan commitment) and by the party against whom enforcement is sought, including those given to evidence or further secure the payment and performance of any of the Obligations, and any written renewals, extensions, and amendments of the foregoing, executed by the party against whom enforcement is sought.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

All of the provisions of the Documents are incorporated into this Instrument as if fully set forth in this Instrument.

ARTICLE II - REPRESENTATIONS AND WARRANTIES

Borrower hereby represents and warrants to Lender as follows:

Section 2.01 Title, Legal Status and Authority. Borrower (i) is seised of a leasehold, certain real property rights and Improvements pursuant to that certain Lease Agreement dated October 6, 2004, by and between EHP RiverCenter Landmark, LLC, a Kentucky limited liability company, as Lessor, and Borrower, as Lessee (“Operations Lease”), and good and marketable leasehold title to the Property, free and clear of all liens, charges, encumbrances, and security interests, except the matters listed in Exhibit C attached hereto (“Permitted Encumbrances”); (ii) will forever warrant and defend its title to the Property and the validity, enforceability, and priority of the lien and security interest created by this Instrument against the claims of all persons; (iii) is a corporation duly organized, validly existing, and in good standing and qualified to transact business under the laws of its state of organization or incorporation (“Organization State”) and the state where the Property is located (“Property State”); and (iv) has all necessary approvals, governmental and otherwise, and full power and authority to own its properties (including the Property) and carry on its business.

Section 2.02 Validity of Documents. The execution, delivery and performance of the Documents and the borrowing evidenced by the Note (i) are within the legal power of Borrower; (ii) have been authorized by all requisite action; (iii) have received all necessary approvals and consents; (iv) will not violate, conflict with, breach, or constitute (with notice or lapse of time, or both) a default under (1) any law, order or judgment of any court, governmental authority, or the governing instrument of Borrower or (2) any indenture, agreement, or other instrument to which Borrower is a party or by which it or any of its property is bound or affected; (v) will not result in the creation or imposition of any lien, charge, or encumbrance upon any of its properties or assets except for those in this Instrument; and (vi) will not require any authorization or license from, or any filing with, any governmental or other body (except for the recordation of this Instrument, the Assignment and Uniform Commercial Code (“U.C.C.”) filings). The Documents constitute legal, valid, and binding obligations of Borrower.

Section 2.03 Litigation. There is no action, suit, or proceeding, judicial, administrative, or otherwise (including any condemnation or similar proceeding), pending or, to the best knowledge of Borrower, threatened or contemplated against, or affecting, Borrower or the Property which would have a material adverse effect on either the Property or Borrower’s ability to perform its obligations.

Section 2.04 Status of Property

(a) The Land and Improvements are not located in an area identified by the Secretary of Housing and Urban Development, or any successor, as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, or the National Flood Insurance Reform Act of 1994, as each have been or may be amended, or any successor law (collectively, the “Flood

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Acts”) or, if located within any such area, Borrower has and will maintain the insurance prescribed in Section 3.06 below.

(b) Borrower has all necessary (i) certificates, licenses, and other approvals, governmental and otherwise, for the operation of the Property and the conduct of its business and (ii) zoning, building code, land use, environmental and other similar permits or approvals, all of which are currently in full force and effect and not subject to revocation, suspension, forfeiture, or modification. The Property and its use and occupancy is in full compliance with all Laws and Borrower has received no notice of any violation or potential violation of the Laws which has not been remedied or satisfied.

(d) All public roads and streets necessary to serve the Property for its use have been completed, are serviceable, are legally open, and have been dedicated to and accepted by the appropriate governmental entities.

(e) The Property is free from damage caused by fire or other casualty.

(f) All costs and expenses for labor, materials, supplies, and equipment used in the construction of the Improvements have been paid in full except for the Permitted Encumbrances.

(g) Borrower owns and has paid in full for all furnishings, fixtures, and equipment (other than Tenants’ property) used in connection with the operation of the Property, free of all security interests, liens, or encumbrances except the Permitted Encumbrances and those created by this Instrument.

(h) The Property is assessed for real estate tax purposes as one or more wholly independent tax lot(s), separate from any adjoining land or improvements and no other land or improvements is assessed and taxed together with the Property.

Section 2.05 Tax Status of Borrower. Borrower is not a “foreign person” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

Section 2.06 Bankruptcy and Equivalent Value. No bankruptcy, reorganization, insolvency, liquidation, or other proceeding for the relief of debtors has been instituted by or against Borrower, or any principal shareholder of Borrower. Borrower has received reasonably equivalent value for granting this Instrument.

Section 2.07 Disclosure. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any representation or warranty made herein to be materially misleading. There has been no adverse change in any condition, fact, circumstance, or event that would make any such information materially inaccurate, incomplete or otherwise misleading.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Section 2.08 Illegal Activity. No portion of the Property has been or will be purchased, improved, fixtured, equipped or furnished with proceeds of any illegal activity and, to the best of Borrower’s knowledge, there are no illegal activities at or on the Property.

Section 2.09 Executive Order 13224. Borrower and all persons or entities holding any legal or beneficial interest whatsoever in Borrower are not included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or otherwise associated with any of the persons or entities referred to or described in Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended. It shall constitute an Event of Default hereunder if the foregoing representation and warranty shall ever become false.

ARTICLE III - COVENANTS AND AGREEMENTS

Borrower covenants and agrees with Lender as follows:

Section 3.01 Payment of Obligations. Borrower shall timely pay and cause to be performed the Obligations.

Section 3.02 Continuation of Existence. Borrower shall not (a) dissolve, terminate, or otherwise dispose of, directly, indirectly or by operation of law, all or substantially all of its assets; (b) reorganize or change its legal structure without Lender’s prior written consent; (c) change its name, address, or the name under which Borrower conducts its business without promptly notifying Lender; or (d) do anything to cause the representations in Section 2.02 to become untrue.

Section 3.03 Taxes and Other Charges

(a) Payment of Assessments. Borrower shall pay when due all taxes, liens, assessments, utility charges (public or private and including sewer fees), ground rents, maintenance charges, dues, fines, impositions, and public and other charges of any character (including penalties and interest) assessed against, or which could become a lien against, the Property (“Assessments”) ten (10) days prior to the date any fine, penalty, interest or charge for nonpayment may be imposed. Unless Borrower is making deposits per Section 3.10, Borrower shall provide Lender with receipts evidencing such payments (except for income taxes, franchise taxes, ground rents, maintenance charges, and utility charges) within thirty (30) days after their due date.

(b) Right to Contest. So long as no Event of Default (defined below) is continuing, Borrower may, prior to delinquency and at its sole expense, contest any Assessment, but this shall not change or extend Borrower’s obligation to pay the Assessment as required above unless (i) Borrower gives Lender prior written notice of its intent to contest an Assessment; (ii) Borrower demonstrates to Lender’s reasonable satisfaction that (1) the Property will not be sold to satisfy the Assessment prior to the final determination of the legal proceedings, (2) it has taken such actions as are required or permitted to accomplish a stay of any such sale, or (3) it has furnished a bond or surety (satisfactory to Lender in form and amount) sufficient to prevent a sale of the Property; (iii) at Lender’s option, Borrower has deposited the full amount necessary to pay any unpaid portion of the Assessments with Lender; and (iv) such proceeding shall be permitted under any other instrument to which Borrower or the Property is subject (whether superior or

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

inferior to this Instrument); provided, however, that the foregoing shall not apply to the contesting of any income taxes, franchise taxes, ground rents, maintenance charges, and utility charges.

(c) Documentary Stamps and Other Charges. Borrower shall pay all taxes, assessments, charges, expenses, costs and fees (including registration and recording fees and revenue, transfer, stamp, intangible, and any similar taxes)(collectively, the “Transaction Taxes”) required in connection with the making and/or recording of the Documents. If Borrower fails to pay the Transaction Taxes after demand, Lender may (but is not obligated to) pay these and Borrower shall reimburse Lender on demand for any amount so paid with interest at the applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws.

(d) Changes in Laws Regarding Taxation. If any law (i) deducts from the value of real property for the purpose of taxation any lien or encumbrance thereon, (ii) taxes mortgages or debts secured by mortgages for federal, state or local purposes or changes the manner of the collection of any such existing taxes, and/or (iii) imposes a tax, either directly or indirectly, on any of the Documents or the Obligations, Borrower shall, if permitted by law, pay such tax within the statutory period or within twenty (20) days after demand by Lender, whichever is less; provided, however, that if, in the reasonable determination of Lender, Borrower may pay Lender a fee in lieu of any such tax, then Borrower shall pay Lender said fee within twenty (20) days after demand by Lender; provided further, however, that if, in the reasonable determination of Lender, Borrower is not permitted by law to pay such taxes, or to pay to Lender a fee in an amount equal to such taxes, then Lender shall have the option to declare the Obligations immediately due and payable (without any Prepayment Premium) upon ninety (90) days’ notice to Borrower.

(e) No Credits on Account of the Obligations. Borrower will not claim or be entitled to any credit(s) on account of the Obligations for any part of the Assessments and no deduction shall be made or claimed from the taxable value of the Property for real estate tax purposes by reason of the Documents or the Obligations. Borrower shall, if permitted by law, pay to Lender a fee in the amount equal to such credit or deduction taken within twenty (20) days after demand by Lender; provided, however, that if, in the reasonable determination of Lender, such credit or deduction is required by law, and Borrower is not permitted by law to pay Lender a fee equal to such credit or deduction taken, then Lender shall have the option to declare the Obligations immediately due and payable (without any Prepayment Premium) upon ninety (90) days’ notice to Borrower.

Section 3.04 Defense of Title, Litigation, and Rights under Documents. Borrower shall forever warrant, defend and preserve Borrower’s title to the Property, the validity, enforceability and priority of this Instrument and the lien or security interest created thereby, and any rights of Lender under the Documents against the claims of all persons, and shall promptly notify Lender of any such claims. Lender (whether or not named as a party to such proceedings) is authorized and empowered (but shall not be obligated) to take such additional steps as it may deem necessary or proper for the defense of any such proceeding or the protection of the lien, security interest, validity, enforceability, or priority of this Instrument, title to the Property, or any rights of Lender under the Documents, including the employment of counsel, the prosecution and/or defense of litigation, the compromise, release, or discharge of such adverse claims, the purchase of any tax title, the removal of any such liens and security interests, and any other actions Lender deems necessary to protect its interests. Borrower authorizes Lender to take any actions required to be taken by Borrower, or permitted to be taken by Lender, in the Documents in the name and on behalf of Borrower. Borrower shall reimburse Lender on demand for all expenses (including attorneys’ fees)

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

incurred by it in connection with the foregoing and Lender’s exercise of its rights under the Documents. All such expenses of Lender, until reimbursed by Borrower, shall be part of the Obligations, bear interest at the applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws, and shall be secured by this Instrument.

Section 3.05 Compliance with Laws and Operation and Maintenance of Property.

(a) Repair and Maintenance. Borrower will operate and maintain the Property in good order, repair, and operating condition. Borrower will promptly make all necessary repairs, replacements, additions, and improvements necessary to ensure that the Property shall not in any way be diminished or impaired. Borrower will not cause or allow any of the Property to be misused, wasted, or to deteriorate and Borrower will not abandon the Property. No new building, structure, or other improvement shall be constructed on the Land nor shall any material part of the Improvements be removed, demolished, or structurally or materially altered, without Lender’s prior written consent.

(b) Replacement of Property. Borrower will keep the Property fully equipped and will replace all worn out or obsolete Property with new, comparable fixtures or Property. Borrower will not, without Lender’s prior written consent, remove any Property covered by this Instrument unless the same is replaced by Borrower with a new, comparable article (i) owned by Borrower free and clear of any lien or security interest (other than the Permitted Encumbrances and those created by this Instrument) or (ii) leased by Borrower (A) with Lender’s prior written consent or (B) if the replaced Property was leased at the time of execution of this Instrument.

(c) Compliance with Laws. Borrower shall comply with and shall cause the Property to be maintained, used, and operated in compliance with all (i) present and future laws, Environmental Laws (defined below), ordinances, regulations, rules, orders and requirements (including zoning and building codes) of any governmental or quasi-governmental authority or agency applicable to Borrower or the Property (collectively, the “Laws”); (ii) orders, rules, and regulations of any regulatory, licensing, accrediting, insurance underwriting or rating organization, or other body exercising similar functions; (iii) duties or obligations of any kind imposed under any Permitted Encumbrance or by law, covenant, condition, agreement, or easement, public or private; and (iv) policies of insurance at any time in force with respect to the Property. If proceedings are initiated or Borrower receives notice that Borrower or the Property is not in compliance with any of the foregoing, Borrower will promptly send Lender notice and a copy of the proceeding or violation notice. Without limiting Lender’s rights and remedies under Article VI or otherwise, if Borrower or the Property is not in compliance with all Laws, Lender may impose additional requirements upon Borrower including monetary reserves or financial equivalents.

(d) Zoning and Title Matters. Borrower shall not, without Lender’s prior written consent, (i) initiate or support any zoning reclassification of the Property or variance under existing zoning ordinances; (ii) modify or supplement any of the Permitted Encumbrances; (iii) impose any restrictive covenants or encumbrances upon the Property; (iv) execute or file any subdivision plat affecting the Property; (v) consent to the annexation of the Property to any municipality; (vi) permit the Property to be used by the public or any person in a way that might make a claim of adverse possession or any implied dedication or easement possible; (vii) cause or permit the Property to become a non-conforming use under zoning

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

ordinances or any present or future non-conforming use of the Property to be discontinued; or (viii) fail to comply with the terms of the Permitted Encumbrances.

Section 3.06 Insurance

(a) Property and Time Element Insurance. Borrower shall keep the Property insured for the benefit of Borrower and Lender (with Lender named as mortgagee) by (i) an “all risk” “special peril” property insurance policy with an agreed amount endorsement for full replacement cost (defined below) without any coinsurance provisions or penalties, or the broadest form of coverage available, in an amount sufficient to prevent Lender from ever becoming a coinsurer under the policy or Laws, and with a deductible not to exceed Twenty-Five Thousand Dollars ($25,000.00); (ii) a policy or endorsement insuring against acts of terrorism, (iii) a policy or endorsement insuring against claims applicable to the presence of Microbial Matter (as defined in 3.12(a) hereof); (iv) a policy or endorsement providing business income insurance (including business interruption insurance, extra expense insurance and rent insurance) on an actual loss sustained basis in an amount equal to at least one (1) year’s total income from the Property including all rents plus all other pro forma annual income such as percentage rent and tenant reimbursements of fixed and operating expenses; (v) a policy or endorsement insuring against damage by flood if the Property is located in a Special Flood Hazard Area identified by the Federal Emergency Management Agency or any successor or related government agency as a 100 year flood plain currently classified as Flood Insurance Rate Map Zones “A”, “AO”, “AH”, “A1-A30”, “AE”, “A99”, “V”, “V1-V30”, and “VE”, under which flood insurance has been made available under the Flood Acts, in an amount equal to the lesser of (1) the original amount of the Note or (2) the maximum limit of coverage available for the Property under the Flood Acts; (vi) a policy or endorsement covering against damage or loss from (A) sprinkler system leakage and (B) boilers, boiler tanks, HVAC systems, heating and air-conditioning equipment, pressure vessels, auxiliary piping, and similar apparatus, in the amount reasonably required by Lender; (vii) during the period of any construction, repair, restoration, or replacement of the Property, a standard builder’s risk policy with extended coverage in an amount at least equal to the full replacement cost of such Property, and worker’s compensation, in statutory amounts; and (viii) a policy or endorsement covering against damage or loss by earthquake and other natural phenomenon in the amounts reasonably required by Lender. “Full replacement cost” shall mean the one hundred percent (100%) replacement cost of the Property, without allowance for depreciation and exclusive of the cost of excavations, foundations, footings, and value of land, and shall be subject to verification by Lender. Full replacement cost will be determined, at Borrower’s expense, periodically (but at least once per year) by the insurance company or an appraiser, engineer, architect, or contractor approved by said company and Lender.

(b) Liability and Other Insurance. Borrower shall maintain commercial general liability insurance with per occurrence limits of $1,000,000, a products/completed operations limit of $2,000,000, and a general aggregate limit of $2,000,000, with an excess/umbrella liability policy of not less than $10,000,000 per occurrence and annual aggregate covering Borrower, with Lender named as an additional insured, against claims for bodily injury or death or property damage occurring in, upon, or about the Property or any street, drive, sidewalk, curb, or passageway adjacent thereto. In addition to any other requirements, such commercial general liability and excess/umbrella liability insurance shall provide insurance against acts of terrorism and against claims applicable to the presence of Microbial Matter, or such coverages shall be provided by separate policies or endorsements. The insurance policies shall also include operations and blanket contractual liability coverage which insures contractual liability under the indemnifications set forth in Section 8.02 below (but such coverage or the amount thereof shall in no way limit such

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

indemnifications). Upon request, Borrower shall also carry additional insurance or additional amounts of insurance covering Borrower or the Property as Lender shall reasonably require.

(c) Form of Policy. All insurance required under this Section shall be fully paid for, non-assessable, and the policies shall contain such provisions, endorsements, and expiration dates as Lender shall reasonably require. The policies shall be issued by insurance companies authorized to do business in the Property State, approved by Lender, and must have and maintain a current financial strength rating of “A-, X” (or higher) from A.M. Best or equivalent (or if a rating by A.M. Best is no longer available, a similar rating from a similar or successor service). In addition, all policies shall (i) include a standard mortgagee clause, without contribution, in the name of Lender, (ii) provide that they shall not be canceled, amended, or materially altered (including reduction in the scope or limits of coverage) without at least thirty (30) days’ prior written notice to Lender except in the event of cancellation for non-payment of premium, in which case only ten (10) days’ prior written notice will be given to Lender, and (iii) include a waiver of subrogation clause substantially equivalent to the following: “The Company may require from the Insured an assignment of all rights of recovery against any party for loss to the extent that payment therefor is made by the Company, but the Company shall not acquire any rights of recovery which the Insured has expressly waived prior to loss, nor shall such waiver affect the Insured’s rights under this policy”.

(d) Original Policies. Borrower shall deliver to Lender (i) original or certified copies of all policies (and renewals) required under this Section and (ii) receipts evidencing payment of all premiums on such policies at least thirty (30) days prior to their expiration. If original and renewal policies are unavailable or if coverage is under a blanket policy, Borrower shall deliver duplicate originals, or, if unavailable, original XXXXX 28 and XXXXX 25 certificates (or equivalent certificates) evidencing that such policies are in full force and effect together with certified copies of the original policies.

(e) General Provisions. Borrower shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this Section unless endorsed in favor of Lender as per this Section and approved by Lender in all respects. In the event of foreclosure of this Instrument or other transfer of title or assignment of the Property in extinguishment, in whole or in part, of the Obligations, all right, title, and interest of Borrower in and to all policies of insurance then in force regarding the Property and all proceeds payable thereunder and unearned premiums thereon shall immediately vest in the purchaser or other transferee of the Property. No approval by Lender of any insurer shall be construed to be a representation, certification, or warranty of its solvency. No approval by Lender as to the amount, type, or form of any insurance shall be construed to be a representation, certification, or warranty of its sufficiency. Borrower shall comply with all insurance requirements and shall not cause or permit any condition to exist which would be prohibited by any insurance requirement or would invalidate the insurance coverage on the Property.

(f) Waiver of Subrogation. A waiver of subrogation shall be obtained by Borrower from its insurers and, consequently, Borrower for itself, and on behalf of its insurers, hereby waives and releases any and all right to claim or recover against Lender, its officers, employees, agents and representatives, for any loss of or damage to Borrower, other Persons, the Property, Borrower’s property or the property of other Persons from any cause required to be insured against by the provisions of this Instrument or otherwise insured against by Borrower.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Section 3.07 Damage and Destruction of Property

(a) Borrower’s Obligations. If any damage to, loss, or destruction of the Property occurs (any “Damage”), (i) Borrower shall promptly notify Lender and take all necessary steps to preserve any undamaged part of the Property and (ii) if the insurance proceeds are made available for Restoration (defined below) (but regardless of whether any proceeds are sufficient for Restoration), Borrower shall promptly commence and diligently pursue to completion the restoration, replacement, and rebuilding of the Property as nearly as possible to its value and condition immediately prior to the Damage or a Taking (defined below) in accordance with plans and specifications approved by Lender (“Restoration”). Borrower shall comply with other reasonable requirements established by Lender to preserve the security under this Instrument.

(b) Lender’s Rights. If any Damage occurs and some or all of it is covered by insurance, then (i) Lender may, but is not obligated to, make proof of loss if not made promptly by Borrower and Lender is authorized and empowered by Borrower to settle, adjust, or compromise any claims for the Damage; (ii) each insurance company concerned is authorized and directed to make payment directly to Lender for the Damage; and (iii) Lender may apply the insurance proceeds in any order it determines (1) to reimburse Lender for all Costs (defined below) related to collection of the proceeds and (2) subject to Section 3.07(c) and at Lender’s option, to (A) payment (without any Prepayment Premium) of all or part of the Obligations, whether or not then due and payable, in the order determined by Lender (provided that if any Obligations remain outstanding after this payment, the unpaid Obligations shall continue in full force and effect and Borrower shall not be excused in the payment thereof); (B) the cure of any default under the Documents; or (C) the Restoration. Any insurance proceeds held by Lender shall be held without the payment of interest thereon. If Borrower receives any insurance proceeds for the Damage, Borrower shall promptly deliver the proceeds to Lender. Notwithstanding anything in this Instrument or at law or in equity to the contrary, none of the insurance proceeds paid to Lender shall be deemed trust funds and Lender may dispose of these proceeds as provided in this Section. Borrower expressly assumes all risk of loss from any Damage, whether or not insurable or insured against.

(c) Application of Proceeds to Restoration. Lender shall make the Net Proceeds (defined below) available to Borrower for Restoration if: (i) there shall then be no Event of Default; (ii) Lender shall be satisfied that Restoration can and will be completed within one (1) year after the Damage occurs and at least nine (9) months prior to the maturity of the Note; (iii) Borrower shall have entered into a general construction contract acceptable in all respects to Lender for Restoration, which contract must include provision for retainage of not less than ten percent (10%) until final completion of the Restoration; and (iv) in Lender’s reasonable judgment, after Restoration has been completed, and a reasonable period of time, not to exceed nine (9) months, for Borrower to reestablish the pre-damage level of business at the Property has elapsed, the net cash flow of the Property will be sufficient to cover all costs and operating expenses of the Property, including payments due and reserves required under the Documents. Notwithstanding any provision of this Instrument to the contrary, Lender shall not be obligated to make any portion of the Net Proceeds available for Restoration unless, at the time of the disbursement request, Lender has determined in its reasonable discretion that (y) Restoration can be completed at a cost which does not exceed the aggregate of the remaining Net Proceeds and any funds deposited with Lender by Borrower (“Additional Funds”) and (z) the aggregate of any loss of rental income insurance proceeds which the carrier has acknowledged to be payable (“Rent Loss Proceeds”) and any funds deposited with

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Lender by Borrower are sufficient to cover all costs and operating expenses of the Property, including payments due and reserves required under the Documents.

(d) Disbursement of Proceeds. If Lender elects or is required to make insurance proceeds available for Restoration, Lender shall, through a disbursement procedure established by Lender, periodically make available to Borrower in installments the net amount of all insurance proceeds received by Lender after deduction of all reasonable costs and expenses incurred by Lender in connection with the collection and disbursement of such proceeds (“Net Proceeds”) and, if any, the Additional Funds. The amounts periodically disbursed to Borrower shall be based upon the amounts currently due under the construction contract for Restoration and Lender’s receipt of (i) appropriate lien waivers, (ii) a certification of the percentage of Restoration completed by an architect or engineer acceptable to Lender, and (iii) title insurance protection against materialmen’s and mechanic’s liens. At Lender’s election, the disbursement of funds may be handled by a disbursing agent selected by Lender, and such agent’s reasonable fees and expenses shall be paid by Borrower. The Net Proceeds, Rent Loss Proceeds, and any Additional Funds shall constitute additional security for the Loan and Borrower shall execute, deliver, file and/or record, at its expense, such instruments as Lender requires to grant to Lender a perfected, first-priority security interest in these funds. If the Net Proceeds are made available for Restoration and (x) Borrower refuses or fails to complete the Restoration, (y) an Event of Default occurs, or (z) the Net Proceeds or Additional Funds are not applied to Restoration, then any undisbursed portion may, at Lender’s option, be applied to the Obligations in any order of priority, and any application to principal shall be deemed a voluntary prepayment subject to the Prepayment Premium.

Section 3.08 Condemnation

(a) Borrower’s Obligations. Borrower will promptly notify Lender of any threatened or instituted proceedings for the condemnation or taking by eminent domain of the Property including any change in any street (whether as to grade, access, or otherwise)(a “Taking”). Borrower shall, at its expense, (i) diligently prosecute these proceedings, (ii) deliver to Lender copies of all papers served in connection therewith, and (iii) consult and cooperate with Lender in the handling of these proceedings. No settlement of these proceedings shall be made by Borrower without Lender’s prior written consent. Lender may participate in these proceedings (but shall not be obligated to do so) and Borrower will sign and deliver all instruments requested by Lender to permit this participation.

(b) Lender’s Rights to Proceeds. All condemnation awards, judgments, decrees, or proceeds of sale in lieu of condemnation (“Award”) are assigned and shall be paid to Lender. Borrower authorizes Lender to collect and receive them, to give receipts for them, to accept them in the amount received without question or appeal, and/or to appeal any judgment, decree, or award. Borrower will sign and deliver all instruments requested by Lender to permit these actions.

(c) Application of Award. Lender shall have the right to apply any Award, subject to Section 3.08(d), as per Section 3.07 for insurance proceeds held by Lender, including the waiver of Prepayment Premium. If Borrower receives any Award, Borrower shall promptly deliver them to Lender. Notwithstanding anything in this Instrument or at law or in equity to the contrary, none of the Award paid to Lender shall be deemed trust funds and Lender may dispose of these proceeds as provided in this Section.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

(d) Application of Award to Restoration. Notwithstanding any contrary provision set forth in this Instrument, with respect to any portion of the Award that is not for loss of value or property, Lender shall permit the application of the Award to Restoration in accordance with the provisions of Section 3.07 if: (i) no more than (A) twenty percent (20%) of the gross area of the Improvements or (B) ten percent (10%) of the parking spaces is affected by the Taking, (ii) the amount of the loss does not exceed twenty percent (20%) of the original amount of the Note; (iii) the Taking does not adversely affect the existing access to the Property from any public right-of-way; (iv) there is no Event of Default at the time of application; (v) after Restoration, the Property and its use will be in compliance with all Laws; (vi) in Lender’s reasonable judgment, Restoration is practical and can be completed within one (1) year after the Taking and at least one (1) year prior to the maturity of the Note; and (vii) the Tenants listed in Exhibit “D” (“Major Tenants”) agree in writing to continue their Leases without abatement of rent. Any portion of the Award that is (i) for loss of value or property or (ii) in excess of the cost of any Restoration permitted above, may, in Lender’s sole discretion, be applied against the Obligations without Prepayment Premium (defined in the Note) or paid to Borrower.

(e) Effect on the Obligations. Notwithstanding any Taking, Borrower shall continue to pay and perform the Obligations as provided in the Documents. Any reduction in the Obligations due to application of the Award shall take effect only upon Lender’s actual receipt and application of the Award to the Obligations. If the Property shall have been foreclosed, sold pursuant to any power of sale granted hereunder, or transferred by deed-in-lieu of foreclosure prior to Lender’s actual receipt of the Award, Lender may apply the Award received to the extent of any deficiency upon such sale and Costs incurred by Lender in connection with such sale.

Section 3.09 Liens and Liabilities. Borrower shall pay, bond, or otherwise discharge all claims and demands of mechanics, materialman, laborers, and others which, if unpaid, might result in a lien or encumbrance on the Property or the Rents (collectively, “Liens”) and Borrower shall, at its sole expense, do everything necessary to preserve the lien and security interest created by this Instrument and its priority. Nothing in the Documents shall be deemed or construed as constituting the consent or request by Lender, express or implied, to any contractor, subcontractor, laborer, mechanic or materialman for the performance of any labor or the furnishing of any material for any improvement, construction, alteration, or repair of the Property. Borrower further agrees that Lender does not stand in any fiduciary relationship to Borrower. All contributions made, directly or indirectly, to Borrower by or on behalf of any of its partners, members, principals or any party related to such parties shall be treated as equity, excepting only the Affiliate Loans, if any, and all contributions made, directly or indirectly, to Borrower by or on behalf of any of its partners, members, principals or any party related to such parties shall be subordinate and inferior to the rights of Lender under the Documents, excepting only that provided there exists no Event of Default under any of the Documents, and no event has occurred or failure has occurred that with notice, the passage of time, or both, could constitute an Event of Default under any of the Documents, Borrower may repay the Affiliate Loans, if any, as and when due.

Section 3.10 Tax and Insurance Deposits. Upon Lender’s written request, following a default under any Document, Borrower shall make monthly deposits (“Deposits”) with Lender equal to one-twelfth (1/12) of the annual Assessments (except for income taxes, franchise taxes, ground rents, maintenance charges and utility charges) and the premiums for insurance required under Section 3.06 (the “Insurance Premiums”) together with amounts sufficient to pay these items thirty (30) days before they are due (collectively, the “Impositions”). Lender shall estimate the amount of the Deposits until ascertainable. At that time, Borrower shall promptly deposit any deficiency. Borrower shall promptly notify Lender of any changes to

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

the amounts, schedules and instructions for payment of the Impositions. Borrower authorizes Lender or its agent to obtain the bills for Assessments directly from the appropriate tax or governmental authority. All Deposits are pledged to Lender and shall constitute additional security for the Obligations. The Deposits shall be held by Lender without interest (except to the extent required under Laws) and may be commingled with other funds. If (i) there is no Event of Default at the time of payment, (ii) Borrower has delivered bills or invoices to Lender for the Impositions in sufficient time to pay them when due, (iii) the Deposits are sufficient to pay the Impositions or Borrower has deposited the necessary additional amount, then Lender shall pay the Impositions prior to their due date. Any Deposits remaining after payment of the Impositions shall, at Lender’s option, be credited against the Deposits required for the following year or paid to Borrower. If an Event of Default occurs, the Deposits may, at Lender’s option, be applied to the Obligations in any order of priority. Any application to principal shall be deemed a voluntary prepayment subject to the Prepayment Premium. Borrower shall not claim any credit against the principal and interest due under the Note for the Deposits. Upon an assignment or other transfer of this Instrument, Lender may pay over the Deposits in its possession to the assignee or transferee and then it shall be completely released from all liability with respect to the Deposits. Borrower shall look solely to the assignee or transferee with respect thereto. This provision shall apply to every transfer of the Deposits to a new assignee or transferee. Subject to Article V, a transfer of title to the Property shall automatically transfer to the new owner the beneficial interest in the Deposits. Upon full payment and satisfaction of this Instrument or, at Lender’s option, at any prior time, the balance of the Deposits in Lender’s possession shall be paid over to the record owner of the Land and no other party shall have any right or claim to the Deposits. Lender may transfer all its duties under this Section to such servicer or financial institution as Lender may periodically designate and Borrower agrees to make the Deposits to such servicer or institution.

Section 3.11 ERISA

(a) Borrower understands and acknowledges that, as of the date hereof, the source of funds from which Lender is extending the Loan will include one or more of the following accounts: (i) an “insurance company general account,” as that term is defined in Prohibited Transaction Class Exemption (“PTE”) 95-60 (60 Fed. Reg. 35925 (Jul. 12, 1995)), as to which Lender meets the conditions for relief in Sections I and IV of PTE 95-60; (ii) pooled and single client insurance company separate accounts, which are subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); and (iii) one or more insurance company separate accounts maintained solely in connection with fixed contractual obligations of the insurance company, under which the amounts payable or credited to the plan are not affected in any manner by the investment performance of the separate account.

(b) Borrower represents and warrants to Lender that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not a “party in interest”, as defined in Section 3(14) of ERISA, other than as a service provider or an affiliate of a service provider, to any employee benefit plan that has invested in a separate account described in Section 3.11(a)(ii) above, from which funds have been derived to make the Documents, or if so, the execution of the Documents and making of the Loan thereunder do not constitute nonexempt prohibited transactions under ERISA; (iii) Borrower is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans, or if subject to such statutes, is not in violation thereof in the execution of the Documents and the making of the Loan thereunder; (iv) the assets of the Borrower do not constitute “plan assets” of one or more plans within the meaning of 29 C.F.R. Section 2510.3-101; and (v) one or more of the following circumstances is true: (1) equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. Section 2510.3-101(b)(2); (2)

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

less than twenty-five percent (25%) of all equity interests in Borrower are held by “benefit plan investors” within the meaning of 29 C.F.R. Section 2510.3-101(f)(2); or (3) Borrower qualifies as an “operating company,” a “venture capital operating company” or a “real estate operating company” within the meaning of 29 C.F.R. Section 2510.3-101(c), (d) or (e), respectively.

(c) Borrower shall deliver to Lender such certifications and/or other evidence periodically requested by Lender, in its sole discretion, to verify the representations and warranties in Section 3.11(b) above. Failure to deliver these certifications or evidence, breach of these representations and warranties, or consummation of any transaction which would cause this Instrument or any exercise of Lender’s rights under this Instrument to (i) constitute a non-exempt prohibited transaction under ERISA or (ii) violate ERISA or any state statute regulating governmental plans (collectively, a “Violation”), shall be an Event of Default. Notwithstanding anything in the Documents to the contrary, no sale, assignment, or transfer of any direct or indirect right, title, or interest in Borrower or the Property (including creation of a junior lien, encumbrance or leasehold interest) shall be permitted which would, in Lender’s opinion, negate Borrower’s representations in this Section or cause a Violation. At least fifteen (15) days before consummation of any of the foregoing, Borrower shall obtain from the proposed transferee or lienholder (i) a certification to Lender that the representations and warranties of this Section 3.11 will be true after consummation and (ii) an agreement to comply with this Section 3.11.

Section 3.12 Environmental Representations, Warranties, and Covenants

(a) Environmental Representations and Warranties. Borrower represents and warrants, to the best of Borrower’s knowledge (after due inquiry and investigation) and additionally based upon the environmental site assessment report of the Property (the “Environmental Report”), that except as fully disclosed in the Environmental Report delivered to and approved by Lender: (i) there are no Hazardous Materials (defined below) or underground storage tanks affecting the Property (“affecting the Property” shall mean “in, on, under, stored, used or migrating to or from the Property”) except for (A) routine office, cleaning, janitorial and other materials and supplies necessary to operate the Property for its current use and (B) Hazardous Materials that are (1) in compliance with Environmental Laws (defined below), (2) have all required permits, and (3) are in only the amounts necessary to operate the Property; (ii) there are no past, present or threatened Releases (defined below) of Hazardous Materials in violation of any Environmental Law affecting the Property; (iii) there is no past or present non-compliance with Environmental Laws or with permits issued pursuant thereto; (iv) Borrower does not know of, and has not received, any written or oral notice or communication from any person relating to Hazardous Materials affecting the Property; and (v) Borrower has provided to Lender, in writing, all information relating to environmental conditions affecting the Property known to Borrower or contained in Borrower’s files. “Environmental Law” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards, policies and other government directives or requirements, as well as common law, that apply to Borrower or the Property and relate to Hazardous Materials including the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act. “Hazardous Materials” shall mean petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives, flammable materials; radioactive materials; polychlorinated biphenyls (“PCBs”) and compounds containing them; lead and lead-based paint; Microbial Matter, infectious substances, asbestos or asbestos-containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which on the Property is prohibited by any federal, state or local authority; any substance that requires special handling; and any other material or substance now or in the future defined as a “hazardous

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” or “pollutant” within the meaning of any Environmental Law. “Release” of any Hazardous Materials includes any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, pumping, pouring, escaping, dumping, disposing or other movement of Hazardous Materials. “Microbial Matter” shall mean the presence of fungi or bacterial matter which reproduces through the release of spores or the splitting of cells, including, but not limited to, mold, mildew and viruses, whether or not such Microbial Matter is living.

(b) Environmental Covenants. Borrower covenants and agrees that: (i) all use and operation of the Property shall be in compliance with all Environmental Laws and required permits; (ii) there shall be no Releases of Hazardous Materials affecting the Property; (iii) there shall be no Hazardous Materials affecting the Property except (A) routine office, cleaning and janitorial supplies, (B) in compliance with all Environmental Laws, (C) with all required permits, and (D) (1) in only the amounts necessary to operate the Property or (2) fully disclosed to and approved by Lender in writing; (iv) Borrower shall keep the Property free and clear of all liens and encumbrances imposed by any Environmental Laws due to any act or omission by Borrower or any person (the “Environmental Liens”); (v) Borrower shall, at its sole expense, fully and expeditiously cooperate in all activities in Section 3.12(c) including providing all relevant information and making knowledgeable persons available for interviews; (vi) Borrower shall, at its sole expense, (A) perform any environmental site assessment or other investigation of environmental conditions at the Property upon Lender’s request based on Lender’s reasonable belief that the Property is not in compliance with all Environmental Laws, (B) share with Lender the results and reports and Lender and the Indemnified Parties (defined below) shall be entitled to rely on such results and reports, and (C) complete any remediation of Hazardous Materials affecting the Property or other actions required by any Environmental Laws; (vii) Borrower shall not allow any Tenant or other user of the Property to violate any Environmental Law; (viii) Borrower shall immediately notify Lender in writing after it becomes aware of (A) the presence, Release, or threatened Release of Hazardous Materials affecting the Property, (B) any non-compliance of the Property with any Environmental Laws, (C) any actual or potential Environmental Lien, (D) any required or proposed remediation of environmental conditions relating to the Property, or (E) any written or oral communication or notice from any person relating to Hazardous Materials, and (ix) if an Asbestos Operation and Maintenance Plan, Mold Operation and Maintenance Plan, and any other Operation and Maintenance Plan (collectively, the “O&M Plan”) is in effect (or required to be implemented by Lender) at the time of the closing of the Loan, then Borrower shall, at its sole expense, implement and continue the O&M Plan (with any modifications required to comply with applicable Laws) until payment and full satisfaction of the Obligations. While any portion of the Loan is outstanding, upon the request of Lender, which request shall be made upon Lender’s reasonable determination that the governing law or applicable facts or circumstances respecting the Property warrant updated asbestos and/or mold survey(s) of the Property, at Borrower’s sole cost and expense, Borrower shall conduct such updated asbestos and/or an updated mold survey(s) of the Property. Each such survey shall be conducted by a consultant acceptable to Lender who shall determine the condition of the asbestos and/or mold at the Property, and whether the applicable O&M Plan should be revised or any other measures taken to ensure the continued safe condition of the Property. Borrower shall deliver to Lender a copy of such survey and shall enter into the revised O&M Plan, and Borrower shall certify to Lender in writing, no later than thirty (30) days after Borrower’s receipt of such survey, that Borrower has complied with all of the recommendations of the consultant contained in the survey and the revised O&M Plan. Any failure of Borrower to perform its obligations under this Section 3.12 shall constitute bad faith waste of the Property.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

(c) Lender’s Rights. Lender and any person designated by Lender may enter the Property to assess the environmental condition of the Property and its use including (i) conducting any environmental assessment or audit (the scope of which shall be determined by Lender) and (ii) taking samples of soil, groundwater or other water, air, or building materials, and conducting other invasive testing at all reasonable times when (A) a default has occurred under the Documents, (B) Lender reasonably believes that a Release has occurred or the Property is not in compliance with all Environmental Laws, or (C) the Loan is being considered for sale. Borrower shall cooperate with and provide access to Lender and such person.

Section 3.13 Electronic Payments. Unless directed otherwise in writing by Lender, all payments due under the Documents shall be made by electronic funds transfer debit entries to Borrower’s account at an Automated Clearing House member bank satisfactory to Lender or by similar electronic transfer process selected by Lender. Each payment due under the Documents shall be initiated by Lender through the Automated Clearing House network (or similar electronic process) for settlement on the Due Date (as defined in the Note) for the payment. Borrower shall, at Borrower’s sole cost and expense, direct its bank in writing to permit such electronic fund transfer debit entries (or similar electronic transfer) to be made by Lender. Prior to each payment Due Date under the Documents, Borrower shall deposit and/or maintain sufficient funds in Borrower’s account to cover each debit entry. Any charges or costs, if any, by Borrower’s bank for the foregoing shall be paid by Borrower.

Section 3.14 Inspection. Borrower shall allow Lender and any person designated by Lender to enter upon the Property and conduct tests or inspect the Property at all reasonable times. Borrower shall assist Lender and such person in effecting said inspection.

Section 3.15 Records, Reports, and Audits

(a) Records and Reports. Borrower shall maintain complete and accurate books and records with respect to all operations of or transactions involving the Property. Annually, Borrower shall furnish Lender financial statements for the most current fiscal year (including a schedule of all related Obligations and contingent liabilities) for (i) Borrower, (ii) any guarantors or sureties of the Note, and (iii) any Major Tenants, to the extent available through commercially reasonable efforts by Borrower. Annually (or quarterly upon Lender’s request), Borrower shall furnish Lender (i) operating statements showing cash flow and capital expenditures for the Property including income and expenses (before and after Obligations service), major capital improvements, a schedule showing tenant sales and percentage rent for retail properties where sales are reported, and the average daily rate and average daily occupancy for hotel properties; (ii) copies of paid tax receipts for the Property; (iii) a certified rent roll including security deposits held, the expiration of the terms of the Leases, and identification and explanation of any Tenants in default; (iv) a budget showing projected income and expenses (before and after Obligations service) for the next twelve (12) month budget period; (v) any appraisals of the Property performed during the previous year, and (vi) upon Lender’s request, (A) a schedule showing the Borrower’s tax basis in the Property, (B) the distribution of economic interests in the Property, and (C) copies of any other loan documents affecting the Property.

(b) Delivery of Reports. All of the reports, statements, and items required under this Section shall be (i) certified as being true, correct, and accurate by an authorized person, partner, or officer of the delivering party or, at the deliverer’s option, audited by a Certified Public Accountant; (ii) satisfactory to Lender in form and substance; and (iii) delivered within (A) ninety (90) days after the end of Borrower’s fiscal year for annual reports and (B) fifteen (15) days after the end of each calendar quarter for quarterly reports. If any

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

one report, statement, or item is not received by Lender on its due, a late fee of Five Hundred and No/100 Dollars ($500.00) per month shall be due and payable by Borrower. If any one report, statement, or item is not received within thirty (30) days of its due date, Lender may immediately declare an Event of Default under the Documents. Borrower shall (i) provide Lender with such additional financial, management, or other information regarding Borrower, or the Property, as Lender may reasonably request and (ii) upon Lender’s request, deliver all items required by Section 3.15 in an electronic format (i.e. on computer disks) or by electronic transmission acceptable to Lender.

(c) Inspection of Records. Borrower shall allow Lender or any person designated by Lender to examine, audit, and make copies of all such books and records and all supporting data at the place where these items are located at all reasonable times after reasonable advance notice; provided that no notice shall be required after any default under the Documents. Borrower shall assist Lender in effecting such examination. Upon five (5) days’ prior notice, Lender may inspect and make copies of Borrower’s or any manager or managing member of Borrower’s income tax returns with respect to the Property for the purpose of verifying any items referenced in this Section.

Section 3.16 Borrower’s Certificates. Within ten (10) days after Lender’s request, Borrower shall furnish a written certification to Lender and any Investors (defined below) as to (a) the amount of the Obligations outstanding; (b) the interest rate, terms of payment, and maturity date of the Note; (c) the date to which payments have been paid under the Note; (d) whether any offsets or defenses exist against the Obligations and a detailed description of any listed; (e) whether all Leases are in full force and effect and have not been modified (or if modified, setting forth all modifications); (f) the date to which the Rents have been paid; (g) whether, to the best knowledge of Borrower, any defaults exist under the Leases and a detailed description of any listed; (h) the security deposit held by Borrower under each Lease and that such amount is the amount required under such Lease; (i) whether there are any defaults (or events which with the passage of time and/or notice would constitute a default) under the Documents and a detailed description of any listed; (j) whether the Documents are in full force and effect; and (k) any other matters reasonably requested by Lender related to the Leases, the Obligations, the Property, or the Documents. For all non-residential properties and promptly upon Lender’s request, Borrower shall use its best efforts to deliver a written certification to Lender and Investors from Tenants specified by Lender that: (a) their Leases are in full force and effect; (b) there are no defaults (or events which with the passage of time and/or notice would constitute a default) under their Leases or a detailed description of any listed; (c) none of the Rents have been paid more than one month in advance; (d) there are no offsets or defenses against the Rents or a detailed description of any listed; and (e) any other matters reasonably requested by Lender related to the Leases; provided, however, that Borrower shall not have to pay money to a Tenant to obtain such certification, but it will deliver a landlord’s certification for any certification it cannot obtain.

Section 3.17 Full Performance Required; Survival of Warranties. All representations and warranties of Borrower in the Loan application or made in connection with the Loan shall survive the execution and delivery of the Documents and shall remain continuing warranties, and representations of Borrower.

Section 3.18 Additional Security. No other security now existing or taken later to secure the Obligations shall be affected by the execution of the Documents and all additional security shall be held as cumulative. The taking of additional security, execution of partial releases, or extension of the time of payment obligations of Borrower shall not diminish the effect and lien of this Instrument and shall not affect the liability or obligations of any maker or guarantor. Neither the acceptance of the Documents nor their

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

enforcement shall prejudice or affect Lender’s right to realize upon or enforce any other security now or later held by Lender. Lender may enforce the Documents or any other security in such order and manner as it/either of them may determine in its/their discretion.

Section 3.19 Further Acts. Borrower shall take all necessary actions to (i) keep valid and effective the lien and rights of Lender under the Documents and (ii) protect the lawful owner of the Documents. Promptly upon request by Lender, and at Borrower’s expense, Borrower shall execute additional instruments and take such actions as Lender reasonably believes are necessary or desirable to (a) maintain or grant Lender a first-priority, perfected lien on the Property, (b) correct any error or omission in the Documents, and (c) affect the intent of the Documents, including filing/recording the Documents, additional mortgages, financing statements, and other instruments.

Section 3.20 Capital Lease. Borrower shall not, without first obtaining Lender’s written consent in each case, enter into (i) any lease for capital goods and/or equipment (each, a “Capital Lease”) that covers goods and/or equipment, which, if purchased, would exceed $200,000.00 in value, or (ii) any Capital Lease that, when aggregated with all other Capital Leases for the Property, covers goods and/or equipment, which, if purchased, would exceed $200,000.00 in value.

ARTICLE IV - ADDITIONAL ADVANCES; EXPENSES; SUBROGATION

Section 4.01 Expenses and Advances. Borrower shall pay all reasonable appraisal, recording, filing, registration, brokerage, abstract, title insurance (including premiums), title searches and examinations, surveys and similar data and assurances with respect to title, U.C.C. search, escrow, attorneys’ (both in-house staff and retained attorneys), engineers’, environmental engineers’, environmental testing, and architects’ fees, costs (including travel), expenses, and disbursements incurred by Borrower or Lender and reasonable fees charged by Lender in connection with the granting, closing, servicing, and enforcement of (a) the Loan and Documents or (b) attributable to Borrower as owner of the Property. The term “Costs” shall mean any of the foregoing incurred in connection with (a) any default by Borrower under the Documents, (b) the servicing of the Loan, or (c) the exercise, enforcement, compromise, defense, litigation, or settlement of any of Lender’s rights or remedies under the Documents or relating to the Loan or the Obligations. If Borrower fails to pay any amounts or perform any actions required under the Documents, Lender may (but shall not be obligated to) advance sums to pay such amounts or perform such actions. Borrower grants Lender the right to enter upon and take possession of the Property to prevent or remedy any such failure and the right to take such actions in Borrower’s name. No advance or performance shall be deemed to have cured a default by Borrower. All (a) sums advanced by or payable to Lender per this Section or under applicable Laws, (b) except as expressly provided in the Documents, payments due under the Documents which are not paid in full when due, and (c) all Costs, shall: (i) be deemed demand obligations, (ii) bear interest at the applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws, until paid if not paid on demand, (iii) be part of, together with such interest, the Obligations, and (iv) be secured by the Documents. Lender, upon making any such advance, shall also be subrogated to rights of the person receiving such advance.

Section 4.02 Subrogation. If any proceeds of the Note were used to extinguish, extend or renew any indebtedness on the Property, then, to the extent of the funds so used, (a) Lender shall be subrogated to all rights, claims, liens, titles and interests existing on the Property held by the holder of such indebtedness and (b) these rights, claims, liens, titles and interests are not waived but rather shall (i) continue in full force and

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

effect in favor of Lender and (ii) are merged with the lien and security interest created by the Documents as cumulative security for the payment and performance of the Obligations.

ARTICLE V - SALE, TRANSFER, OR ENCUMBRANCE OF THE PROPERTY

Section 5.01 Due-on-Sale or Encumbrance. It shall be an Event of Default and, at the sole option of Lender, Lender may accelerate the Obligations and the entire Obligations (including the Prepayment Premium) shall become immediately due and payable, if, without Lender’s prior written consent (which may be withheld for any or no reason, including the possibility of an ERISA violation or the proposed transferee’s failure to agree in writing to Lender increasing the interest payable on the Obligations to any rate, changing any other terms (including maturity) of the Obligations or Documents, or requiring the payment of a transfer fee) any of the following shall occur:

(a) Borrower shall sell, convey, assign, transfer, dispose of or be divested of its title to, convey security title to the Property, mortgage, encumber or cause to be encumbered (except for the imposition of mechanics’ or materialmens’ liens) the Property or any interest therein, in any manner or way, whether voluntary or involuntary (except only pursuant to the One-Time Transfer provision set forth in Section 13 of the Note); or

(b) in the event of any merger, consolidation, sale, transfer, assignment, or dissolution involving all or substantially all of the assets of Borrower, or any managing member of the original Borrower, except only a merger of another publicly traded entity into Borrower, Eagle Hospitality Properties Trust, Inc., a Maryland corporation (“EHPTI”), or EHP Operating Partnership, L.P., a Maryland limited partnership (“EHPOP”), or a merger of Borrower, EHPTI or EHPOP into another publicly traded entity, provided, however that the surviving entity (i) is equal to or larger in net assets and value than Borrower, (ii) has a credit quality and the experience in managing similar properties equal to or greater than Borrower in the judgment of Lender, and (iii) assumes all obligations of Borrower with respect to the Loan pursuant to an assumption agreement in form and content approved by Lender; or

(c) in the event of the assignment, transfer, pledge, voluntary or involuntary sale, or encumbrance (or any of the foregoing at one time or over any period of time), except only the transfer of operating partnership units in EHPOP in connection with the purchase of assets or properties by EHPTI or EHPOP, of:

(i) 25% or more of (1) the ownership interests in Borrower existing as of the date of this Instrument, regardless of the type or form of entity of Borrower, (2) the voting stock or ownership interest of any corporation or limited liability company which is, respectively, managing member of Borrower or any corporation or limited liability company directly or indirectly owning 25% or more of any such corporation or limited liability company existing as of the date of this Instrument, (3) the ownership interests of any owner of twenty-five percent (25%) or more of the beneficial interests of Borrower if Borrower is a trust existing as of the date of this Instrument; or

(ii) any managing member’s interest or general partner’s interest in (1) Borrower, (2) a partnership or limited liability company which is in Borrower’s chain of ownership and which is derivatively liable for the obligations of Borrower, or (3) any general partner or managing member who has the right to participate directly or indirectly in the control of the management or operations of Borrower; or

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

(d) in the event of the conversion of any managing member’s interest in Borrower to a non-managing member interest; or

(e) in the event of any change, removal, or resignation of any managing member of Borrower; or

(f) in the event of any change, removal, addition or resignation of a managing member (or if no managing member, any member) if Borrower is a limited liability company; or

(g) shall obtain any unsecured debt except for customary and reasonable short-term trade payables.

This provision shall not apply to the following: (i) transfers under any will or applicable law of descent, (ii) transfers of the Property to any entity that is directly or indirectly 51% or more owned by EHPTI or EHPOP, (iii) transfers of any interests in Borrower to any entity that is directly or indirectly wholly owned by EHPOP, (iv) unsecured, fully subordinated loans (“Affiliate Loans”) to Borrower from EHPTI or EHPOP (the “Affiliate Loan Lender”) that expressly provide that the proceeds of the Affiliate Loan are to be used to cover operating deficits, pay trade payables, make interest payments or make improvements or repairs to the Property; provided that (x) the Borrower shall notify Lender in writing within thirty (30) days of the funding of any Affiliate Loan, and (y) within thirty (30) days of such Affiliate Loan notice, the Affiliate Loan Lender shall expressly assign to Lender any and all rights such Affiliate Loan Lender may have in any bankruptcy or similar proceeding involving the Borrower and agree that it shall not exercise any rights or remedies it might otherwise have with regard to such Affiliate Loan until such time as the Loan is pain in full.

ARTICLE VI - DEFAULTS AND REMEDIES

Section 6.01 Events of Default The following shall be an “Event of Default”:

(a) any payment required under any of the Documents is not made when due and such failure continues for five (5) days after written notice from Lender; provided, however, that if Lender gives one (1) notice of default within any twelve (12) month period, Borrower shall have no further right to any notice of monetary default during that twelve (12) month period;

(b) except for defaults listed in the other subsections of this Section 6.01, any failure to perform or comply for any reason with any other provision contained in any of the Documents and such failure is not cured within thirty (30) days of Lender providing written notice thereof (the “Grace Period”); provided, however, that Lender may extend the Grace Period up to an additional sixty (60) days (for a total of ninety (90) days from the date of default) if (i) Borrower immediately commences and diligently pursues the cure of such default and delivers (within the Grace Period) to Lender a written request for more time and (ii) Lender determines in good faith that (1) such default cannot be cured within the Grace Period but can be cured within ninety (90) days after the default, (2) no lien or security interest created by the Documents will be impaired prior to completion of such cure, and (3) Lender’s immediate exercise of any remedies provided

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

hereunder or by law is not necessary for the protection or preservation of the Property or Lender’s security interest ;

(c) if any representation made (i) in connection with the Loan or Obligations or (ii) in the Loan application or Documents shall be false or misleading in any material respect;

(d) if any default under Article V occurs;

(e) if any Borrower under the Documents or if EHPTI shall (i) become insolvent, (ii) make a transfer in fraud of creditors, (iii) make an assignment for the benefit of its creditors, (iv) not be able to pay its debts as such debts become due, or (v) admit in writing its inability to pay its debts as they become due;

(f) if any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding, or any other proceedings for the relief of debtors, is instituted by or against Borrower, and, if instituted against Borrower, is allowed, consented to, or not dismissed within the earlier to occur of (i) ninety (90) days after such institution or (ii) the filing of an order for relief;

(g) if any of the events in Sections 6.01 (e) or (f) shall occur with respect to any (i) managing member of Borrower, (ii) general partner of Borrower, or (iii) guarantor of payment or performance of any of the Obligations;

(h) if the Property shall be taken, attached, or sequestered on execution or other process of law in any action against Borrower;

(i) if any default occurs under the Environmental Indemnity (defined below) and such default is not cured within any applicable grace period in that document;

(j) if Borrower shall fail at any time to obtain, maintain, renew, or keep in force the insurance policies required by Section 3.06 within ten (10) days after written notice;

(k) if Borrower shall be in default under any other mortgage or security agreement covering any part of the Property, whether it be superior or junior in lien to this Instrument;

(l) if any claim of priority (except based upon a Permitted Encumbrance) to the Documents by title, lien, or otherwise shall be upheld by any court of competent jurisdiction or shall be consented to by Borrower; or

(m) (i) the consummation by Borrower of any transaction which would cause (A) the Loan or any exercise of Lender’s rights under the Documents to constitute a non-exempt prohibited transaction under ERISA or (B) a violation of a state statute regulating governmental plans; (ii) the failure of any representation in Section 3.11 to be true and correct in all respects; or (iii) the failure of Borrower to provide Lender with the written certifications required by Section 3.11.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

It is expressly acknowledged and agreed by Borrower that any Event of Default under any Document shall constitute an immediate Event of Default under this Instrument, and Lender shall have no obligation to give and Borrower shall have no right to receive, any additional notice and/or opportunity to cure said Event of Default.

Section 6.02 Remedies. If an Event of Default occurs, Lender or any person designated by Lender may (but shall not be obligated to) take any action (separately, concurrently, cumulatively, and at any time and in any order) permitted under any Laws, without notice, demand, presentment, or protest (all of which are hereby waived), to protect and enforce Lender’s rights under the Documents or Laws including the following actions:

(a) accelerate and declare the entire unpaid Obligations immediately due and payable, except for defaults under Section 6.01 (f), (g), or (h) which shall automatically make the Obligations immediately due and payable;

(b) judicially or otherwise, (i) completely foreclose this Instrument or (ii) partially foreclose this Instrument for any portion of the Obligations due and the lien and security interest created by this Instrument shall continue unimpaired and without loss of priority as to the remaining Obligations not yet due;

(c) sell for cash or upon credit the Property and all right, title and interest of Borrower therein and rights of redemption thereof, pursuant to power of sale;

(d) recover judgment on the Note either before, during or after any proceedings for the enforcement of the Documents and without any requirement of any action being taken to (i) realize on the Property or (ii) otherwise enforce the Documents;

(e) seek specific performance of any provisions in the Documents;

(f) apply for the appointment of a receiver, custodian, trustee, liquidator, or conservator of the Property without (i) notice to any person, (ii) regard for (A) the adequacy of the security for the Obligations or (B) the solvency of Borrower or any person liable for the payment of the Obligations; and Borrower and any person so liable waives or shall be deemed to have waived the foregoing and any other objections to the fullest extent permitted by Laws and consents or shall be deemed to have consented to such appointment;

(g) with or without entering upon the Property, (i) exclude Borrower and any person from the Property without liability for trespass, damages, or otherwise, (ii) take possession of, and Borrower shall surrender on demand, all books, records, and accounts relating to the Property, (iii) give notice to Tenants or any person, make demand for, collect, receive, xxx for, and recover in its own name all Rents and cash collateral derived from the Property; (iv) use, operate, manage, preserve, control, and otherwise deal with every aspect of the Property including (A) conducting its business, (B) insuring it, (C) making all repairs, renewals, replacements, alterations, additions, and improvements to or on it, (D) completing the construction of any Improvements in manner and form as Lender deems advisable, and (E) executing, modifying, enforcing, and terminating new and existing Leases on such terms as Lender deems advisable and evicting any Tenants in default; (v) apply the receipts from the Property to payment of the Obligations, in any order or priority determined by Lender, after first deducting all Costs, expenses, and liabilities incurred by Lender in

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

connection with the foregoing operations and all amounts needed to pay the Impositions and other expenses of the Property, as well as just and reasonable compensation for the services of Lender and its attorneys, agents, and employees; and/or (vi) in every case in connection with the foregoing, exercise all rights and powers of Borrower or Lender with respect to the Property, either in Borrower’s name or otherwise;

(h) release any portion of the Property for such consideration, if any, as Lender may require without, as to the remainder of the Property, impairing or affecting the lien or priority of this Instrument or improving the position of any subordinate lienholder with respect thereto, except to the extent that the Obligations shall have been actually reduced, and Lender may accept by assignment, pledge, or otherwise any other property in place thereof as Lender may require without being accountable for so doing to any other lienholder;

(i) apply any Deposits to the following items in any order and in Lender’s sole discretion: (A) the Obligations, (B) Costs, (C) advances made by Lender under the Documents, and/or (D) Impositions;

(j) take all actions permitted under the U.C.C. of the Property State including (i) the right to take possession of all tangible and intangible personal property now or hereafter included within the Property (“Personal Property”) and take such actions as Lender deems advisable for the care, protection and preservation of the Personal Property and (ii) request Borrower at its expense to assemble the Personal Property and make it available to Lender at a convenient place acceptable to Lender. Any notice of sale, disposition or other intended action by Lender with respect to the Personal Property sent to Borrower at least five (5) days prior to such action shall constitute commercially reasonable notice to Borrower; or

(k) take any other action permitted under any Laws.

If Lender exercises any of its rights under Section 6.02(g), Lender shall not (a) be deemed to have entered upon or taken possession of the Property except upon the exercise of its option to do so, evidenced by its demand and overt act for such purpose; (b) be deemed a beneficiary or mortgagee in possession by reason of such entry or taking possession; nor (c) be liable (i) to account for any action taken pursuant to such exercise other than for Rents actually received by Lender, (ii) for any loss sustained by Borrower resulting from any failure to lease the Property, or (iii) any other act or omission of Lender except for losses caused by Lender’s willful misconduct or gross negligence. Borrower hereby consents to, ratifies, and confirms the exercise by Lender of its rights under this Instrument and hereby appoints Lender, upon the occurrence of any Event of Default, or any event or failure that with notice, or the passage of time, or both, could constitute an Event of Default under any Document, as its attorney-in-fact, which appointment shall be deemed to be coupled with an interest and irrevocable, for such purposes.

Section 6.03 Expenses. All Costs, expenses, or other amounts paid or incurred by Lender in the exercise of its rights under the Documents, together with interest thereon at the applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws, shall be (a) part of the Obligations, (b) secured by this Instrument, and (c) allowed and included as part of the Obligations in any foreclosure, decree for sale, or other judgment or decree enforcing Lender’s rights under the Documents.

Section 6.04 Rights Pertaining to Sales. To the extent permitted under (and in accordance with) any Laws, the following provisions shall, as Lender may determine in its sole discretion, apply to any sales of the Property under Article VI, whether by judicial proceeding, judgment, decree, power of sale, foreclosure or otherwise: (a) Lender may conduct multiple sales of any part of the Property in separate tracts or in its

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

entirety and Borrower waives any right to require otherwise; (b) any sale may be postponed or adjourned by public announcement at the time and place appointed for such sale or for such postponed or adjourned sale without further notice; and (c) Lender may acquire the Property and, in lieu of paying cash, may pay by crediting against the Obligations the amount of its bid, after deducting therefrom any sums which Lender is authorized to deduct under the provisions of the Documents.

Section 6.05 Applications of Proceeds. Any proceeds received from any sale or disposition under Article VI or otherwise, together with any other sums held by Lender, shall, except as expressly provided to the contrary, be applied in the order determined by Lender to: (a) payment of all Costs and expenses of any enforcement action or foreclosure sale, including interest thereon at the applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws, (b) all taxes, Assessments, and other charges unless the Property was sold subject to these items; (c) payment of the Obligations in such order as Lender may elect; (d) payment of any other sums secured or required to be paid by Borrower; and (e) payment of the surplus, if any, to any person lawfully entitled to receive it. Borrower and Lender intend and agree that during any period of time between any foreclosure judgment that may be obtained and the actual foreclosure sale that the foreclosure judgment will not extinguish the Documents or any rights contained therein including the obligation of Borrower to pay all Costs and to pay interest at the applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws.

Section 6.06 Additional Provisions as to Remedies. No failure, refusal, waiver, or delay by Lender to exercise any rights under the Documents upon any default or Event of Default shall impair Lender’s rights or be construed as a waiver of, or acquiescence to, such or any subsequent default or Event of Default. No recovery of any judgment by Lender and no levy of an execution upon the Property or any other property of Borrower shall affect the lien and security interest created by this Instrument and such liens, rights, powers, and remedies shall continue unimpaired as before. Lender may resort to any security given by this Instrument or any other security now given or hereafter existing to secure the Obligations, in whole or in part, in such portions and in such order as Lender may deem advisable, and no such action shall be construed as a waiver of any of the liens, rights, or benefits granted hereunder. Acceptance of any payment after any Event of Default shall not be deemed a waiver or a cure of such Event of Default and such acceptance shall be deemed an acceptance on account only. If Lender has started enforcement of any right by foreclosure, sale, entry, or otherwise and such proceeding shall be discontinued, abandoned, or determined adversely for any reason, then Borrower and Lender shall be restored to their former positions and rights under the Documents with respect to the Property, subject to the lien and security interest hereof.

Section 6.07 Waiver of Rights and Defenses. To the fullest extent not prohibited under Laws, Borrower (a) will not at any time insist on, plead, claim, or take the benefit of any statute or rule of law now or later enacted providing for any stay, extension, moratorium, or any statute of limitations; (b) for itself, its successors and assigns, and for any person ever claiming an interest in the Property (other than Lender), waives and releases all rights of redemption, reinstatement, notice of intention to mature or declare due the whole of the Obligations, all rights to a marshaling of the assets of Borrower, including the Property, or to a sale in inverse order of alienation, in the event of foreclosure of the liens and security interests created under the Documents; (c) shall not be relieved of its obligation to pay the Obligations as required in the Documents nor shall the lien or priority of the Documents be impaired by any agreement renewing, extending, or modifying the time of payment or the provisions of the Documents (including a modification of any interest rate), unless expressly released, discharged, or modified by such agreement. Regardless of consideration and without any notice to or consent by the holder of any subordinate lien, security interest, encumbrance, right, title, or interest in or to the Property, Lender may (a) release any person liable for

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

payment of the Obligations or any portion thereof or any part of the security held for the Obligations or (b) modify any of the provisions of the Documents without impairing or affecting the Documents or the lien, security interest, or the priority of the modified Documents as security for the Obligations over any such subordinate lien, security interest, encumbrance, right, title, or interest.

ARTICLE VII - SECURITY AGREEMENT

Section 7.01 Security Agreement. This Instrument constitutes both a real property mortgage and a “security agreement” within the meaning of the U.C.C. The Property includes real and personal property and all tangible and intangible rights and interest of Borrower in the Property. Borrower grants to Lender, as security for the Obligations, a security interest in the Personal Property to the fullest extent that the same may be subject to the U.C.C. Borrower authorizes Lender to file any financing or continuation statements and amendments thereto relating to the Personal Property without the signature of Borrower if permitted by Laws.

ARTICLE VIII - LIMITATION ON PERSONAL LIABILITY AND INDEMNITIES

Section 8.01 Limited Recourse Liability. The provisions of Paragraph 9 and Paragraph 10 of the Note are incorporated into this Instrument as if such provisions were set forth in their entirety in this Instrument.

Section 8.02 General Indemnity. Borrower agrees that while Lender has no liability to any person in tort or otherwise as lender and that Lender is not an owner or operator of the Property, Borrower shall, at its sole expense, protect, defend, release, indemnify and hold harmless (“indemnify”) the Indemnified Parties (defined below) from any Losses (defined below) imposed on, incurred by, or asserted against the Indemnified Parties, directly or indirectly, arising out of or in connection with the Property, Loan, or Documents, including Losses; provided, however, that the foregoing indemnities shall not apply to any Losses caused by the gross negligence or willful misconduct of the Indemnified Parties. The term “Losses” shall mean any claims, suits, liabilities (including strict liabilities), actions, proceedings, obligations, debts, damages, losses, Costs, expenses, fines, penalties, charges, fees, judgments, awards, and amounts paid in settlement of whatever kind including attorneys’ fees (both in-house staff and retained attorneys) and all other costs of defense. The term “Indemnified Parties” shall mean (a) Lender, (b) any prior owner or holder of the Note, (c) any existing or prior servicer of the Loan, (d) the officers, directors, shareholders, partners, members, employees and trustees of any of the foregoing, and (e) the heirs, legal representatives, successors and assigns of each of the foregoing.

Section 8.03 Transaction Taxes Indemnity. Borrower shall, at its sole expense, indemnify the Indemnified Parties from all Losses imposed upon, incurred by, or asserted against the Indemnified Parties or the Documents relating to Transaction Taxes.

Section 8.04 ERISA Indemnity. Borrower shall, at its sole expense, indemnify the Indemnified Parties against all Losses imposed upon, incurred by, or asserted against the Indemnified Parties (a) as a result of a Violation, (b) in the investigation, defense, and settlement of a Violation, (c) as a result of a breach of the representations in Section 3.11 or default thereunder, (d) in correcting any prohibited transaction or the sale

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

of a prohibited loan, and (e) in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion.

Section 8.05 Environmental Indemnity. Borrower and other persons, if any, have executed and delivered the Environmental Indemnity Agreement dated the date hereof to Lender (“Environmental Indemnity”).

Section 8.06 Duty to Defend, Costs and Expenses. Upon request, whether Borrower’s obligation to indemnify Lender arises under Article VIII or in the Documents, Borrower shall defend the Indemnified Parties (in Borrower’s or the Indemnified Parties’ names) by attorneys and other professionals approved by the Indemnified Parties. Notwithstanding the foregoing, the Indemnified Parties may, in their sole discretion, engage their own attorneys and professionals to defend or assist them and, if the attorneys selected by Borrower are not defending the claim(s) with all appropriate diligence and strategy, as reasonably determined by the Indemnified Parties, then the Indemnified Parties’ attorneys shall control the resolution of any claims or proceedings. Upon demand, Borrower shall pay or, in the sole discretion of the Indemnified Parties, reimburse and/or indemnify the Indemnified Parties for all Costs imposed on, incurred by, or asserted against the Indemnified Parties by reason of any items set forth in this Article VIII and/or the enforcement or preservation of the Indemnified Parties’ rights under the Documents. Any amount payable to the Indemnified Parties under this Section shall (a) be deemed a demand obligation, (b) be part of the Obligations, (c) bear interest at the applicable interest rate specified in the Note, which shall be the Default Rate unless prohibited by Laws, until paid if not paid on demand, and (d) be secured by this Instrument.

Section 8.07 Recourse Obligation and Survival. Notwithstanding anything to the contrary in the Documents and in addition to the recourse obligations in the Note, the obligations of Borrower under Sections 8.03, 8.04, 8.05, and 8.06 shall be a full recourse obligation of Borrower, shall not be subject to any limitation on personal liability in the Documents, and shall survive (a) repayment of the Obligations, (b) any termination, satisfaction, assignment or foreclosure of this Instrument, (c) the acceptance by Lender (or any nominee) of a deed in lieu of foreclosure, (d) a plan of reorganization filed under the Bankruptcy Code, or (e) the exercise by the Lender of any rights in the Documents. Borrower’s obligations under Article VIII shall not be affected by the absence or unavailability of insurance covering the same or by the failure or refusal by any insurance carrier to perform any obligation under any applicable insurance policy.

ARTICLE IX - ADDITIONAL PROVISIONS

Section 9.01 Usury Savings Clause. All agreements in the Documents are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid under the Documents for the use, forbearance, or detention of money exceed the highest lawful rate permitted by Laws. If, at the time of performance, fulfillment of any provision of the Documents shall involve transcending the limit of validity prescribed by Laws, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If Lender shall ever receive as interest an amount which would exceed the highest lawful rate, the receipt of such excess shall be deemed a mistake and (a) shall be canceled automatically or (b) if paid, such excess shall be (i) credited against the principal amount of the Obligations to the extent permitted by Laws or (ii) rebated to Borrower if it cannot be so credited under Laws. Furthermore, all sums paid or agreed to be paid under the Documents for the use, forbearance, or detention of money shall to the extent permitted by Laws be amortized, prorated, allocated, and spread throughout the full stated term of the Note until payment in full so that the rate or amount of interest on account of the Obligations does not exceed the maximum lawful rate of

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

interest from time to time in effect and applicable to the Obligations for so long as the Obligations are outstanding.

Section 9.02 Notices Any notice, request, demand, consent, approval, direction, agreement, or other communication (any “notice”) required or permitted under the Documents shall be in writing and shall be validly given if sent by a nationally-recognized courier that obtains receipts, delivered personally by a courier that obtains receipts, or mailed by United States certified mail (with return receipt requested and postage prepaid) addressed to the applicable person as follows, or by facsimile followed by a confirmation delivered in the manner provided above:

If to Borrower:

RiverCenter Landmark TRS, Inc.

c/o Eagle Hospitality Properties Trust, Inc.

000 X. XxxxxXxxxxx Xxxxxxxxx, Xxxxx 000

Xxxxxxxxx, Xxxxxxxx 00000

Attention: President and CEO

If to Lender:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Prudential Asset Resources

0000 Xxxx Xxxxxx

Xxxxx 0000-X

Xxxxxx, Xxxxx 00000

Attention: Asset Management Department

Reference Loan No. 0-000-000

With a copy of notices sent to Lender to:

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Prudential Asset Resources

0000 Xxxx Xxxxxx

Xxxxx 0000-X

Xxxxxx, Xxxxx 00000

Attention: Legal Department

Reference Loan No. 0-000-000

Each notice shall be effective upon being so sent, delivered, or mailed, but the time period for response or action shall run from the date of receipt as shown on the delivery receipt. Refusal to accept delivery or the inability to deliver because of a changed address for which no notice was given shall be deemed receipt. Any party may periodically change its address for notice and specify up to two (2) additional addresses for copies by giving the other party at least ten (10) days’ prior notice.

Section 9.03 Sole Discretion of Lender. Except as otherwise expressly stated, whenever Lender’s judgment, consent, or approval is required or Lender shall have an option or election under the Documents,

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

such judgment, the decision as to whether or not to consent to or approve the same, or the exercise of such option or election shall be in the sole and absolute discretion of Lender.

Section 9.04 Applicable Law and Submission to Jurisdiction. This Instrument shall be governed by and construed in accordance with the laws of the Property State and the applicable laws of the United States of America. Without limiting Lender’s right to bring any action or proceeding against Borrower or the Property relating to the Obligations (an “Action”) in the courts of other jurisdictions, Borrower irrevocably (a) submits to the jurisdiction of any state or federal court in the Property State, (b) agrees that any Action may be heard and determined in such court, and (c) waives, to the fullest extent permitted by Laws, the defense of an inconvenient forum to the maintenance of any Action in such jurisdiction.

Section 9.05 Construction of Provisions. The following rules of construction shall apply for all purposes of this Instrument unless the context otherwise requires: (a) all references to numbered Articles or Sections or to lettered Exhibits are references to the Articles and Sections hereof and the Exhibits annexed to this Instrument and such Exhibits are incorporated into this Instrument as if fully set forth in the body of the Instrument; (b) all Article, Section, and Exhibit captions are used for convenience and reference only and in no way define, limit, or in any way affect this Instrument; (c) words of masculine, feminine, or neuter gender shall mean and include the correlative words of the other genders, and words importing the singular number shall mean and include the plural number, and vice versa; (d) no inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion of this Instrument; (e) all obligations of Borrower hereunder shall be performed and satisfied by or on behalf of Borrower at Borrower’s sole expense; (f) the terms “include,” “including,” and similar terms shall be construed as if followed by the phrase “without being limited to”; (g) the terms “Property”, “Land”, “Improvements”, and “Personal Property” shall be construed as if followed by the phrase “or any part thereof”; (h) the term “Obligations” shall be construed as if followed by the phrase “or any other sums secured hereby, or any part thereof”; (i) the term “person” shall include natural persons, firms, partnerships, corporations, governmental authorities or agencies, and any other public or private legal entities; (j) the term “provisions,” when used with respect hereto or to any other document or instrument, shall be construed as if preceded by the phrase “terms, covenants, agreements, requirements, and/or conditions”; (k) the term “lease” shall mean “tenancy, subtenancy, lease, sublease, or rental agreement,” the term “lessor” shall mean “landlord, sublandlord, lessor, and sublessor,” and the term “Tenants” or “lessee” shall mean “tenant, subtenant, lessee, and sublessee”; (l) the term “owned” shall mean “now owned or later acquired”; (m) the terms “any” and “all” shall mean “any or all”; and (n) the term “on demand” or “upon demand” shall mean “within five (5) business days after written notice”.

Section 9.06 Transfer of Loan. Lender may, at any time, (i) sell, transfer or assign the Documents and any servicing rights with respect thereto or (ii) grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (collectively, the “Securities”). Lender may forward to any purchaser, transferee, assignee, servicer, participant, or investor in such Securities (collectively, “Investors”), to any Rating Agency (defined below) rating such Securities and to any prospective Investor, all documents and information which Lender now has or may later acquire relating to the Obligations, Borrower, any guarantor, any indemnitor(s), the Leases, and the Property, whether furnished by Borrower, any guarantor, any indemnitor(s) or otherwise, as Lender determines advisable. Borrower, any guarantor and any indemnitor agree to cooperate with Lender in connection with any transfer made or any Securities created pursuant to this Section including the delivery of an estoppel certificate in accordance with Section 3.16 and such other documents as may be reasonably requested by Lender. Borrower shall also furnish any

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

consent of Borrower, any guarantor and any indemnitor in order to permit Lender to furnish such Investors or such prospective Investors or such Rating Agency with any and all information concerning the Property, the Leases, the financial condition of Borrower, any Guarantor and any indemnitor, as may be reasonably requested by Lender, any Investor, any prospective Investor or any Rating Agency and which may be complied with without undue expense. “Rating Agency” shall mean any one ore more credit rating agencies approved by Lender.

Section 9.07 Miscellaneous. If any provision of the Documents shall be held to be invalid, illegal, or unenforceable in any respect, this shall not affect any other provisions of the Documents and such provision shall be limited and construed as if it were not in the Documents. If title to the Property becomes vested in any person other than Borrower, Lender may, without notice to Borrower, deal with such person regarding the Documents or the Obligations in the same manner as with Borrower without in any way vitiating or discharging Borrower’s liability under the Documents or being deemed to have consented to the vesting. If both the lessor’s and lessee’s interest under any Lease ever becomes vested in any one person, this Instrument and the lien and security interest created hereby shall not be destroyed or terminated by the application of the doctrine of merger and Lender shall continue to have and enjoy all its rights and privileges as to each separate estate. Upon foreclosure of this Instrument, none of the Leases shall be destroyed or terminated as a result of such foreclosure, by application of the doctrine of merger or as a matter of law, unless Lender takes all actions required by law to terminate the Leases as a result of foreclosure. All of Borrower’s covenants and agreements under the Documents shall run with the land and time is of the essence. Borrower hereby appoints Lender, upon the occurrence of any Event of Default, or any event or failure that with notice, or the passage of time, or both, could constitute an Event of Default under any Document, as its attorney-in-fact, which appointment is irrevocable and shall be deemed to be coupled with an interest, with respect to the execution, acknowledgment, delivery, filing or recording for and in the name of Borrower of any of the documents listed in Sections 3.04, 3.19, 4.01 and 6.02. The Documents cannot be amended, terminated, or discharged except in a writing signed by the party against whom enforcement is sought. No waiver, release, or other forbearance by Lender will be effective unless it is in a writing signed by Lender and then only to the extent expressly stated. The provisions of the Documents shall be binding upon Borrower and its heirs, devisees, representatives, successors, and assigns including successors in interest to the Property and inure to the benefit of Lender and its heirs, successors, substitutes, and assigns. Where two or more persons have executed the Documents, the obligations of such persons shall be joint and several, except to the extent the context clearly indicates otherwise. The Documents may be executed in any number of counterparts with the same effect as if all parties had executed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. Upon receipt of an affidavit of an officer of Lender as to the loss, theft, destruction or mutilation of any Document which is not of public record, and, in the case of any mutilation, upon surrender and cancellation of the Document, Borrower will issue, in lieu thereof, a replacement Document, dated the date of the lost, stolen, destroyed or mutilated Document containing the same provisions. Any reviews, inspections, reports, approvals or similar items conducted, made or produced by or on behalf of Lender with respect to Borrower, the Property or the Loan are for loan underwriting and servicing purposes only, and shall not constitute an acknowledgment, representation or warranty of the accuracy thereof, or an assumption of liability with respect to Borrower, Borrower’s contractors, architects, engineers, employees, agents or invitees, present or future tenants, occupants or owners of the Property, or any other party.

Section 9.08 Entire Agreement. Except as provided in Section 3.17, (a) the Documents constitute the entire understanding and agreement between Borrower and Lender with respect to the Loan and supersede

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

all prior written or oral understandings and agreements with respect to the Loan including the Loan application and Loan commitment and (b) Borrower is not relying on any representations or warranties of Lender except as expressly set forth in the Documents.

Section 9.09 WAIVER OF TRIAL BY JURY. BORROWER WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM FILED BY EITHER PARTY, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN, THE DOCUMENTS, OR ANY ALLEGED ACTS OR OMISSIONS OF LENDER IN CONNECTION THEREWITH.

ARTICLE X – OPERATIONS LEASE PROVISIONS

Borrower hereby covenants, represents and warrants to Lender with respect to the Operations Lease as follows:

(a) There is and has been no default in the performance of the Operations Lease by Borrower, nor has any event occurred or condition arisen to the best knowledge of Borrower which, with the passage of time, or the giving of notice, or both, would constitute a default under or a breach of the Operations Lease by the Borrower.

(b) All rents, additional rents, percentage rents and all other charges due and payable under the Operations Lease have been fully paid to the extent same were payable prior to the date hereof.

(c) Except as otherwise previously disclosed in writing by Borrower to Lender, the Operations Lease covers one hundred percent (100%) of the leasehold interest in and to the Property demised thereby, and Borrower is the owner of the entire tenant’s interest in, to and under the Operations Lease and has the right and authority under such Operations Lease to execute this Instrument and to encumber Borrower’s interest therein.

(d) Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the terms, covenants and conditions required to be performed and observed by Borrower as tenant under the Operations Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Operations Lease). Any default by Borrower under the Operations Lease shall constitute a default by Borrower under this Investment.

(e) If Borrower shall violate any of the covenants specified in (d) above, Borrower grants to Lender the right (but not the obligation), without notice to Borrower, to take any action as may be necessary to prevent or cure any default of Borrower under the Operations Lease, if necessary to protect Lender’s interest hereunder, and Lender shall have the right to enter all or any portion of the Property at such times and in such manner as Lender deems necessary, in order to prevent or to cure any such default.

(f) The curing by Lender of any default by Borrower under the Operations Lease shall not remove or waive, as between Borrower and Lender, the default which occurred hereunder by virtue of the default by Borrower under such Operations Lease. All sums expended by Lender in order to cure any such default shall be paid by Borrower to Lender, upon demand, with interest thereon at the Default Rate unless prohibited by Laws. All such indebtedness shall be deemed to be secured by this Instrument. No action or

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

payment taken or made by Lender to prevent or cure a default by Borrower under the Operations Lease shall waive or cure the corresponding default by Borrower under this Instrument.

(g) Borrower shall notify Lender promptly in writing of (i) the occurrence of any material default by the landlord under the Operations Lease or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a material default by the landlord under the Operations Lease, and (ii) the receipt by Borrower of any notice (written or otherwise) from the landlord under the Operations Lease noting or claiming the occurrence of any default by Borrower under the Operations Lease or the occurrence of any event which, with the passage of time or service of notice, or both, would constitute a default by Borrower under the Operations Lease. Borrower shall deliver to Lender a copy of any such written notice of default.

(h) Promptly upon demand by Lender from time to time, Borrower shall use reasonable efforts (other than payment to the landlord) to obtain from the landlord under the Operations Lease and furnish to Lender the estoppel certificate of such landlord stating the date through which rent has been paid and whether or not there are any defaults under the Operations Lease and specifying the nature of such claimed defaults, if any.

(i) Borrower shall promptly notify Lender, in writing, of any request made by either party to the Operations Lease for arbitration or appraisal proceedings pursuant to the Operations Lease, and of the institution of any arbitration or appraisal proceedings, as well as of all proceedings thereunder, and shall promptly deliver to Lender a copy of the determination of the arbitrators or appraisers in each such arbitration or appraisal proceeding. Lender shall have the right (but not the obligation), following the delivery of written notice of Borrower, to participate in the appointment of any arbitrator or appraiser to be appointed by Borrower and to participate in such arbitration or appraisal proceedings in association with Borrower or on its own behalf as an interested party. Borrower shall promptly notify Lender, in writing, of the institution of any legal proceedings involving obligations under the Operations Lease. Lender may intervene in any such legal proceedings and be made a party to them. Borrower shall promptly provide Lender with a copy of any decisions rendered in connection with such proceedings.

(j) Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may reasonably be required to permit Lender to cure any default under the Operations Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under this Instrument with respect to the Operations Lease. Borrower hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, any and all acts and to execute any and all documents which are necessary to preserve any rights of Borrower under or with respect to the Operations Lease, including, without limitation, the right to effectuate any extension or renewal of the Operations Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Operations Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(k) Borrower shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend, the Operations Lease. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications.

(l) Any acquisition of the landlord’s interest in the Operations Lease by Borrower or any affiliate of Borrower shall be accomplished by Borrower in such a manner so as to avoid a merger of the interests of

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

the landlord and tenant in the Operations Lease. In the event both the landlord’s and tenant’s estate under the Operations Lease or any portion thereof which constitutes a part of the Property, shall at any time become vested in one owner, this Instrument and the lien created hereby shall not be destroyed or terminated by application of the doctrine of merger unless Lender so elects as evidenced by recording a written declaration so stating and, unless and until Lender so elects, Lender shall continue to have and enjoy all of the rights and privileges of Lender and mortgagee as to the separate estates. In addition, upon the foreclosure of the lien created by this Instrument on the Property pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any portion of the Property shall not be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure unless Lender or any purchaser at such foreclosure shall so elect. No act by or on behalf of Lender or any such purchaser shall constitute a termination of any lease or sublease unless Lender or such purchaser shall give written notice thereof to such tenant or subtenant. If Borrower shall acquire fee title to the Land subject to the Operations Lease, this Instrument shall automatically be a lien on the fee title.

(m) Notwithstanding anything to the contrary herein contained with respect to the Operations Lease:

(i) The lien of this Instrument attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to subsection 365(h) of the Bankruptcy Code, including, without limitation, all of Borrower’s rights to remain in possession of the Property.

(ii) Borrower shall not, without Lender’s written consent, elect to treat the Operations Lease as terminated under subsection 365(h)(1) of the Bankruptcy Code. Any such election made without Lender’s prior written consent shall be void.

(iii) As security for the Obligations, Borrower hereby unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by any landlord of the Operations Lease under the Bankruptcy Code. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Operations Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of such landlord under the Bankruptcy Code. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Obligations secured by this Instrument shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Operations Lease as aforesaid shall be applied first to all costs and expenses of Lender (including, without limitation, attorneys’ fees and costs) incurred in connection with the exercise of any of its rights or remedies under this Article XI and then in accordance with the other applicable provisions of this Instrument.

(iv) If, pursuant to subsection 365(h)(2) of the Bankruptcy Code, Borrower seeks to offset, against the rent reserved in the Operations Lease, the amount of any damages caused by the nonperformance by the landlord thereunder of any of such landlord’s obligations under the Operations Lease after the rejection by the landlord under the Operations Lease under the Bankruptcy Code, Borrower shall, prior to effecting such offset, notify Lender in writing of its intent so to do, setting forth the amounts proposed to be so offset, and, in the event Lender objects, Borrower shall not effect any offset of the amounts so objected to by Lender.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

(v) If any action, proceeding, motion or notice shall be commenced or filed in respect of any landlord or the Land demised by the Operations Lease or any portion thereof in connection with any case under the Bankruptcy Code, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection therewith. Borrower shall, upon demand, pay to Lender all costs and expenses (including reasonable attorneys’ fees and costs) paid or incurred by Lender in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of this Instrument. Lender shall be deemed a party to the Operations Lease (but shall not have any obligations thereunder) for purposes of Section 363 and 365 of the Bankruptcy Code, and shall have standing to appear and act as a party in interest in relation to any matter arising out of or related to the Operations Lease or the Property.

(vi) Borrower shall promptly, after obtaining knowledge thereof, notify Lender orally of any filing by or against landlord of a petition under the Bankruptcy Code. Borrower shall thereafter promptly give written notice of such filing to Lender, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought therein. Borrower shall promptly deliver to Lender, following its receipt thereof, any and all notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating thereto.

(n) To the extent permitted by law, the price payable by Borrower or any other party in the exercise of the right of redemption, if any, from any sale under or decree of foreclosure of this Instrument shall include all rents and other amounts paid and other sums advanced by Lender on behalf of Borrower as the tenant under the Operations Lease.

(o) Borrower hereby grants and assigns to Lender a security interest in all prepaid rent and security deposits and all other security which the landlord under the Operations Lease may hold now or later for the performance of Borrower’s obligations as the tenant under the Operations Lease.

(p) Borrower shall not, without Lender’s written consent, fail to exercise any option or right to renew or extend the term of the Operations Lease at least six (6) months prior to the date of termination of any such option or right, shall give immediate written notice thereof to Lender, and shall execute, acknowledge, deliver and record any document requested by Lender to evidence the lien of this Instrument on such extended or renewed lease term; provided, however, that Borrower shall not be required to exercise any particular such option or right to renew or extend to the extent Borrower shall have received the prior written consent of Lender (which consent may be withheld by Lender in its sole and absolute discretion) allowing Borrower to forego exercising such option or right to renew or extend. If Borrower shall fail to exercise any such option or right as aforesaid, Lender may exercise the option or right as Borrower’s agent and attorney-in-fact pursuant to (j), or in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its sole and absolute discretion.

(q) All subleases entered into by Borrower (and all existing subleases modified or amended by Borrower) shall provide that such subleases are subordinate to the lien of this Instrument and any extensions, replacements and modifications of this Instrument and the Obligations and that if Lender forecloses under this Instrument or enters into a new lease with any landlord under the Operations Lease pursuant to the provisions for a new lease, if any, contained in the Operations Lease, then the sublessee shall attorn to Lender or its assignee and the sublease will remain in full force and effect in accordance with its terms notwithstanding the termination of the Operations Lease.

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

(r) The Operations Lease has not been amended, modified, extended, renewed, substituted or assigned, and Borrower has delivered to Lender true, accurate and complete copy of the Operations Lease. Upon the request of Lender, Borrower shall deposit with Lender the tenant’s original fully executed copy of the Operations Lease, as further security to the Lender, until all of the Obligations are fully paid and performed. Borrower hereby represents that the Operations Lease or a legally valid memorandum thereof has been properly filed or recorded in the city, town, county or parish records (as appropriate) in which the Land covered thereby is located and that the filing and recording data for the same is accurately set forth in Exhibit A attached hereto.

(s) Borrower shall not waive, excuse, condone or in any way release or discharge the landlord under the Operations Lease or such landlord’s obligations, covenants and/or conditions under the Operations Lease without the prior written consent of Lender.

The generality of the provisions of this Article X relating to the Operations Lease shall not be limited by other provisions of this Instrument setting forth particular obligations of Borrower which are also required of Borrower with respect to the Operations Lease or the Land.

IN WITNESS WHEREOF, the undersigned have executed this Instrument as of the day first set forth above.


BORROWER:

RIVERCENTER LANDMARK TRS, INC., a Maryland corporation

By:
Name:		J. Xxxxxxx Xxxxxxxx, III
Title:		President and CEO

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

ACKNOWLEDGEMENTS


STATE OF KENTUCKY	)
	)	SS:
COUNTY OF KENTON	)

On this day of February, 2005 before me, a Notary Public in and for said State, personally appeared J. Xxxxxxx Xxxxxxxx, III, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

WITNESS my hand and official seal.

Notary Public

My Commission expires:

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Exhibit A

LEGAL DESCRIPTION OF THE PROPERTY

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Exhibit B

DESCRIPTION OF PERSONAL PROPERTY SECURITY

Exhibit C

PERMITTED ENCUMBRANCES

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Exhibit D

LIST OF MAJOR TENANTS

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

Exhibit E

DOCUMENTS

Note

2.	Mortgage and Security Agreement: EHP RiverCenter Landmark, LLC

3.	Mortgage and Security Agreement: RiverCenter Landmark TRS, Inc.

4.	Mortgage and Security Agreement: EHP Independence Suites, LLC

5.	Mortgage and Security Agreement: Independence Suites TRS, Inc.

6.	Mortgage and Security Agreement: EHP Westshore Suites, LLC, and Westshore Suites TRS, Inc.

7.	Assignment of Leases and Rents: EHP RiverCenter Landmark, LLC

8.	Assignment of Leases and Rents: RiverCenter Landmark TRS, Inc.

9.	Assignment of Leases and Rents: EHP Independence Suites, LLC

10.	Assignment of Leases and Rents: Independence Suites TRS, Inc.

11.	Assignment of Leases and Rents: EHP Westshore Suites, LLC, and Westshore Suites TRS, Inc.

12.	Assignment of Agreements: EHP RiverCenter Landmark, LLC

13.	Assignment of Agreements: RiverCenter Landmark TRS, Inc.

14.	Assignment of Agreements: EHP Independence Suites, LLC

15.	Assignment of Agreements: Independence Suites TRS, Inc.

16.	Assignment of Agreements: EHP Westshore Suites, LLC

17.	Assignment of Agreements: Westshore Suites TRS, Inc.

18.	Pledge Agreement: EHP RiverCenter Landmark, LLC, and RiverCenter Landmark TRS, Inc.

19.	Pledge Agreement: EHP Independence Suites, LLC, and Independence Suites TRS, Inc.

20.	Pledge Agreement: EHP Westshore Suites, LLC, and Westshore Suites TRS, Inc.

21.	Environmental and ERISA Indemnity: EHP RiverCenter Landmark, LLC, RiverCenter Landmark TRS, Inc., and Eagle Hospitality Properties Trust, Inc.

22.	Environmental and ERISA Indemnity: EHP Independence Suites, LLC, Independence Suites TRS, Inc., and Eagle Hospitality Properties Trust, Inc.

23.	Environmental and ERISA Indemnity: EHP Westshore Suites, LLC, Westshore Suites TRS, Inc., and Eagle Hospitality Properties Trust, Inc.

24.	Land Use Certification: EHP RiverCenter Landmark, LLC, and RiverCenter Landmark TRS, Inc.

25.	Land Use Certification: EHP Independence Suites, LLC, and Independence Suites TRS, Inc.

26.	Land Use Certification: EHP Westshore Suites, LLC, and Westshore Suites TRS, Inc.

27.	ERISA Certification: EHP RiverCenter Landmark, LLC

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

28.	ERISA Certification: RiverCenter Landmark TRS, Inc.

29.	ERISA Certification: EHP Independence Suites, LLC

30.	ERISA Certification: Independence Suites TRS, Inc.

31.	ERISA Certification: EHP Westshore Suites, LLC

32.	ERISA Certification: Westshore Suites TRS, Inc.

33.	ERISA Certification: Eagle Hospitality Properties Trust, Inc.

34.	UCC-1 Financing Statement: EHP RiverCenter Landmark, LLC (filed in Kentucky)

35.	UCC-1 Financing Statement: RiverCenter Landmark TRS, Inc. (filed in Maryland)

36.	UCC-1 Financing Statement: EHP RiverCenter Landmark, LLC, and RiverCenter Landmark TRS, Inc. (recorded in Kentucky)

37.	UCC-1 Financing Statement: EHP Independence Suites, LLC (filed in Ohio)

38.	UCC-1 Financing Statement: Independence Suites TRS, Inc. (filed in Maryland)

39.	UCC-1 Financing Statement: EHP Independence Suites, LLC, and Independence Suites TRS, Inc. (recorded in Ohio)

40.	UCC-1 Financing Statement: EHP Westshore Suites, LLC (filed in Florida)

41.	UCC-1 Financing Statement: Westshore Suites TRS, Inc. (filed in Maryland)

42.	UCC-1 Financing Statement: EHP Westshore Suites, LLC, and Westshore Suites TRS, Inc. (recorded in Florida)

43.	Recourse Liabilities Guaranty: Eagle Hospitality Properties Trust, Inc.

44.	SNDA Operations Lease: RiverCenter Landmark TRS, Inc.

45.	SNDA Operations Lease: Independence Suites TRS, Inc.

46.	SNDA Operations Lease: Westshore Suites, Inc.

47.	SNDA STK: Marriott at RiverCenter

48.	Member Certificate: EHP RiverCenter Landmark, LLC

49.	Member Certificate: EHP Independence Suites, LLC

50.	Member Certificate: EHP Westshore Suites, LLC

51.	Corporate Certificate: RiverCenter Landmark TRS, Inc.

52.	Corporate Certificate: Independence Suites TRS, Inc.

53.	Corporate Certificate: Westshore Suites TRS, Inc.

54.	Corporate Certificate: Eagle Hospitality Properties Trust, Inc.

55.	Ground Lessor Non-Disturbance and Attornment Agreement (City): EHP RiverCenter Landmark, LLC

56.	Estoppel Certificate and Agreement (Commonwealth): EHP RiverCenter Landmark, LLC

57.	Fee Mortgage Non-Disturbance and Attornment Agreement: EHP RiverCenter Landmark, LLC

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

58.	Estoppel Certificate Operations Lease: EHP RiverCenter Landmark, LLC and RiverCenter Landmark TRS, Inc.

59.	Estoppel Certificate Operations Lease: EHP Independence Suites, LLC and Independence Suites TRS, Inc.

60.	Estoppel Certificate Operations Lease: EHP Westshore Suites, LLC and Westshore Suites, TRS, Inc.

61.	Marriott Comfort Letter (KY)

62.	Embassy Suites Comfort Letter (OH)

63.	Embassy Suites Comfort Letter (FL)

PRUDENTIAL : MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

Eagle Hospitality Properties

RiverCenter Landmark TRS, Inc.

Loan No. 0-000-000

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MORTGAGE AND SECURITY AGREEMENT (LEASEHOLD)

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