Common use of Real Property Collateral Clause in Contracts

Real Property Collateral. Within 15 days after the date hereof the Borrower will provide to the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Asset, those items required by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents (as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to Mortgages.

Real Property Collateral. Within 15 days after On or before the date hereof day during the Amendment Period that outstanding Revolving Exposure will equal or exceed $330,000,000, (a) the Borrower will provide to cause the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Unencumbered Asset, each of the Collateral Deliverables and those items required by subsection under subsections 3.01(a)(v), (dvi), (vii), (viii) and (ix) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) the Borrower will provide evidence, evidence reasonably satisfactory to the Agents, Agents of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and Unencumbered Assets, (c) the Borrower will deliver to the Agents record owner searches, lien and encumbrance searches, UCC searches, bankruptcy and judgment searches, land surveys (which may be existing surveys) for the Unencumbered Assets, (d) the Borrower will provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents Mortgages and Assignments of Leases, (as defined below). To the extent e) the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due will provide to the closure Agents satisfactory evidence of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm (1) fee and leasehold ownership thereof of the Unencumbered Assets in the proper Loan Parties and show (2) no Liens of record affecting the Unencumbered Assets other than Permitted Liens, the Arrangers may waive the requirement (f) in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect addition to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item items required under clause (da) of the definition of Collateral Deliverables relating to the Flood Laws, the Borrower will provide such other information reasonably requested by the Lender Parties to complete their flood review and approval process such that the Administrative Agent reasonably concludes that the Lender Parties have completed their required due diligence in respect of the Flood Laws and (g) the Borrower will cooperate in all reasonable respects with the Agents to provide all due diligence material relating to the Unencumbered Assets and all other deliverables required to comply with any applicable law or regulation applicable to the Agents or the Lenders. The requirements described in items (a) through (g) above (the “Mortgage Requirements”) shall be in form and substance reasonably satisfactory to the Agents. Notwithstanding the foregoing, the Liens created by the Pledge Agreement (as defined below), the Mortgages, the Assignments of Leases and the Security Agreement shall be promptly released upon the Agents’ confirmation that (i) the aggregate outstanding Revolving Exposure is less than $330,000,000, (ii) each of the Limited Waiver Period and the Transition Period shall have terminated and the temporary waivers and amendments set forth in Sections 2 and 3 of this Amendment are of no further force or effect and (iii) the matters set forth in the following clauses (x) and (y) are true and the Borrower has delivered to the Agents a certificate from a Responsible Officer of the Parent Guarantor confirming (x) that no Default or Event of Default then exists and (y) that the Parent Guarantor has complied with the Reinstated Financial Covenants for two consecutive quarters, together with a schedule of supporting calculations reasonably satisfactory to the Agents((i), (ii) and (iii), collectively, the “Collateral Release Provisions”).

Real Property Collateral. Within 15 (i) Promptly after the acquisition of any Material Real Property (or after any owned real property becomes Material Real Property) by any Credit Party that is not subject to a Mortgage (and, in any event, within ten (10) days after the date hereof the Borrower will provide to the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agentssuch acquisition or event, and in any event not later than 15 days after the date on which the same shall as such time period may be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension extended by the Administrative Agent in its sole discretion), notify the Borrower will Administrative Agent and the Lenders thereof and (aii) cause those Initial Grantors holding fee if requested by the Administrative Agent, promptly thereafter (and leasehold interests in any event, within sixty (60) days of such acquisition or event (as such time period may be extended by the Borrowing Base Assets described on Schedule II hereto (Administrative Agent, or such requirement is waived by the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Asset, those items required by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x)Administrative Agent, in each case as set forth in its sole discretion)), deliver the 2017 Credit Agreement following with respect such Material Real Property: (as amended pursuant to Section 1 A) a Mortgage duly executed and delivered by the record owner of this Amendmentsuch Material Real Property (together with UCC fixture filings, if requested by the Administrative Agent), (bB) provide evidencea policy or policies of title insurance (or marked up title insurance commitments having the effect of policies of title insurance) in the amount equal to the fair market value of such Material Real Property and fixtures, as determined by the Administrative Agent in its reasonable discretion, issued by a Title Company insuring the Lien of each such Mortgage as a first priority Lien on the Material Real Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements as the Administrative Agent may reasonably request, together with evidence reasonably satisfactory to the Agents, Administrative Agent of payment of all expenses and premiums of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets Title Company and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred other sums required in connection with the issuance of each title policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording such Mortgage Policiesin the appropriate real estate records, Collateral diligence (C) such affidavits, certificates, information (including financial data and environmental reports if requested by the Title Company) and instruments of indemnification as shall be reasonably required to induce the Title Company to issue the title policies and endorsements contemplated above and which are reasonably requested by such Title Company, (D) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such Material Real Property (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Credit Party relating to such Material Real Property), (E) if any such Material Real Property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under Applicable Law, including Regulation H of the Board of Governors and the recordation other Flood Insurance Laws and as required under Section 8.6, (F) a survey for each such Material Real Property, together with an affidavit of no change, if applicable, in favor of the Approved Real Estate Documents Title Company, sufficient to allow the Title Company to issue the applicable policy of title insurance without a standard survey exception and (as defined below). To the extent the Borrower is unable to either (xG) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due customary legal opinions and evidence of organizational approval in form and substance reasonably satisfactory to the closure Administrative Agent with respect to the mortgagor of such Mortgage and the applicable local recording or filing office, enforceability and perfection of such Mortgage. Notwithstanding the foregoing the Administrative Agent shall grant one not enter into any Mortgage in respect of any Material Real Property acquired by the Borrower or more extensions any Credit Party after the Closing Date until the earlier of such 60 day period for (x) the delivery of such Mortgage Policy and/or date that is thirty (30) days after the Borrower has delivered to record such Approved Real Estate Documents as reasonably the Administrative Agent and the Lenders (which may be delivered electronically) the items required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner by clauses (D) and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(iiE) of the definition prior sentence and (y) the receipt of Collateral Deliverables written confirmation (which may be by electronic mail) from each of the other Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Borrower provide a Mortgage Policy for Lenders (such Borrowing Base Asset. For the avoidance of doubt, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated written confirmation not to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to Mortgagesunreasonably withheld, delayed or conditioned).

Real Property Collateral. Within 15 days Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any real property (wherever located) (each such interest being a "New Facility") (i) with a Current Value (as defined below) in excess of $500,000 in the case of a fee interest, or (ii) requiring the payment of annual rent exceeding in the aggregate $500,000 in the case of leasehold interest, immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party's good-faith estimate of the current value of such real property (for purposes of this Section, the "Current Value"). The Collateral Agent may from time to time notify the Administrative Borrower will provide whether it intends to the Agents updated require a Mortgage (and any other Real Property Deliverables) or landlord's waiver (pursuant to Section 7.01(l)) with respect to such New Facility or with respect to any other interest (whether fee or leasehold) in any real property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset (wherever located) owned by a Loan Party that is not currently subject to a Flood Hazard PropertyMortgage (i) with a Current Value in excess of $500,000 in the case of a fee interest or (ii) requiring the payment of annual rent exceeding in the aggregate $500,000, in the case of a leasehold interest (each such other interest, including Facilities in which the Loan Parties have an interest on the Effective Date, being an “Existing Facility”). The Borrower will also Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables) or landlord's waiver, the Person that has acquired such New Facility or owns such Existing Facility shall promptly provide to the Agents, and US-DOCS\103792213.14 (but in any event not later than 15 within ninety (90) days after the date on which the same shall be requested in writing to the Borrower from the Agent (or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension longer period as permitted by the Administrative Collateral Agent in its sole discretion), ) furnish the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide same to the Agents, for each Borrowing Base Asset, those items required by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents (as defined below)Agent. To the extent the Borrower sale of the Florida Real Property pursuant to the terms of the Florida Real Property Purchase Agreement is unable not consummated within 60 days (or such longer period as permitted by Collateral Agent in its sole discretion) of the Effective Date, or if the Florida Real Property Purchase Agreement provided to either Agent prior to the Effective Date related to such sale of the Florida Real Property is terminated, Borrowers agree to include the Florida Real Property as Real Property Collateral within sixty (x60) days (or such longer period as permitted by Collateral Agent in its sole discretion) of the expiration of the sixty (60) day period (or such longer period as permitted by Agent in its sole discretion) or the termination of the Florida Real Property Purchase Agreement, as applicable. The Borrowers shall pay all fees and expenses, including, without limitation, reasonable attorneys' fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party's obligations under this Section 7.01(m). Notwithstanding anything in this Agreement or any other Loan Document to the contrary, in no event shall any Agent or Lenders request and no Loan Party shall be required to obtain a Mortgage Policy for any leasehold property unless a Borrowing Base Asset mortgage on such property has been requested by or (y) record the Approved Real Estate Documents within such 60 day period due is otherwise being provided to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to MortgagesWorking Capital Agent.

Real Property Collateral. Within 15 days after On or before the date hereof day during the Amendment Period that outstanding Revolving Exposure will equal or exceed $330,000,000, (a) the Borrower will provide to cause the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Unencumbered Asset, each of the Collateral Deliverables and those items required by subsection under subsections 3.01(a)(v), (dvi), (vii), (viii) and (ix) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) the Borrower will provide evidence, evidence reasonably satisfactory to the Agents, Agents of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and Unencumbered Assets, (c) the Borrower will deliver to the Agents record owner searches, lien and encumbrance searches, UCC searches, bankruptcy and judgment searches, land surveys (which may be existing surveys) for the Unencumbered Assets, (d) the Borrower will provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents Mortgages and Assignments of Leases, (as defined below). To the extent e) the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due will provide to the closure Agents satisfactory evidence of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm (1) fee and leasehold ownership thereof of the Unencumbered Assets in the proper Loan Parties and show (2) no Liens of record affecting the Unencumbered Assets other than Permitted Liens, the Arrangers may waive the requirement (f) in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect addition to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item items required under clause (da) of the definition of Collateral Deliverables relating to the Flood Laws, the Borrower will provide such other information reasonably requested by the Lender Parties to complete their flood review and approval process such that the Administrative Agent reasonably concludes that the Lender Parties have completed their required due diligence in respect of the Flood Laws and (g) the Borrower will cooperate in all reasonable respects with the Agents to provide all due diligence material relating to the Unencumbered Assets and all other deliverables required to comply with any applicable law or regulation applicable to the Agents or the Lenders. The requirements described in items (a) through (g) above (the “Mortgage Requirements”) shall be in form and substance reasonably satisfactory to the Agents. Notwithstanding the foregoing, the Liens created by the Pledge Agreement (as defined below), the Mortgages, the Assignments of Leases and the Security Agreement shall be promptly released upon the Agents’ confirmation that (i) the aggregate outstanding Revolving Exposure is less than $330,000,000, (ii) each of the Limited Waiver Period and the Transition Period shall have terminated and the temporary waivers and amendments set forth in Sections 2 and 3 of this Amendment are of no further force or effect and (iii) the matters set forth in the following clauses (x) and (y) are true and the Borrower has delivered to the Agents a certificate from a Responsible Officer of the Parent Guarantor confirming (x) that no Default or Event of Default then exists and (y) that the Parent Guarantor has complied with the Reinstated Financial Covenants for two consecutive quarters, together with a schedule of supporting calculations reasonably satisfactory to the Agents ((i), (ii) and (iii), collectively, the “Collateral Release Provisions”).

Real Property Collateral. Within 15 days after The Collateral Agent shall have received: (i) a Mortgage encumbering each Mortgaged Property in favor of the date hereof Collateral Agent, for the Borrower will provide benefit of the holders of the Obligations, duly executed and acknowledged by each Credit Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable requirements of law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be substantially in the form of Exhibit 1.01D or otherwise in form and substance reasonably satisfactory to Collateral Agent; (ii) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which fair market value is set forth on Schedule 5.02(d)(ii), which policy (or such marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Title Company, (B) have been supplemented by the following endorsements: “tie-in” or “cluster” (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions, in each case to the Agents updated property addresses extent requested by the Administrative Agent and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agentsavailable on commercially reasonable terms, and (C) contain no exceptions to title other than such as would be permitted under Section 8.01; provided, that this condition precedent may be waived in any event not later than 15 days after the date on which sole discretion of the same Administrative Agent (it being understood that in such case, the requirements hereof shall become a condition subsequent, to be requested met in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension timeframe determined by the Administrative Agent in its sole discretion), the Borrower will ; (aiii) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide evidence reasonably acceptable to the Agents, Collateral Agent of payment by Borrower of all expenses required for each Borrowing Base Asset, those items required by subsection (d) the recording of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) Mortgages and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, issuance of the recordation in the applicable local recording or filing office of Title Policies referred to above; and (iv) a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents (as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel Borrower and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables each Credit Party relating to Mortgagesthereto).

Real Property Collateral. Within 15 No later than 90 days after the date hereof the Borrower will provide Closing Date, deliver to the Agents updated property addresses Administrative Agent, and legal descriptions for cause each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide other Loan Party to deliver to the AgentsAdministrative Agent, (i) Deeds of trust, trust deeds and mortgages in any event not later than 15 days after substantially the date on which the same shall form of Exhibit H hereto (with such changes as may be requested required to account for local law matters) and otherwise in writing form and substance satisfactory to the Borrower from Collateral Agent, covering the Agent or a Lender, such Owned Real Properties (together with each other information reasonably requested by a Lender mortgage delivered pursuant to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Asset, those items required by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x5.01(j), in each case as set forth in amended, the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment“Mortgages”), duly executed by the Borrower or such other appropriate Loan Party, together with: (bA) provide evidence, such evidence as may be reasonably satisfactory required by the Administrative Agent that the Mortgages have been duly executed and delivered in form appropriate for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the Agents, property described therein in favor of the recordation in Collateral Agent for the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence benefit of the payment in full of any Secured Parties and that the Collateral Agent has received an amount sufficient to cover all title insurance premiums, title company service charges, record filing and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred fees, (B) copies of all the surveys currently in the possession of the Borrower and its Restricted Subsidiaries with respect to all Owned Real Properties (which surveys may include surveys delivered to the Administrative Agent in connection with the Mortgage PoliciesClosing Date), Collateral diligence and the recordation of the Approved Real Estate Documents (together with such other surveys as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, may be requested by the Administrative Agent shall grant one or more extensions of in such 60 day period for the delivery of such Mortgage Policy and/or form as is necessary to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied ensure that the record owner Mortgages will be properly granted and lien searches for a Borrowing Base Asset confirm fee perfected on the Owned Real Properties, (C) evidence of the insurance required by the terms of the Mortgages, and (D) such other consents, agreements and leasehold ownership thereof confirmations of third parties as the Administrative Agent may deem necessary or desirable and evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to MortgagesMortgages has been taken.

Real Property Collateral. Within 15 days after the date hereof the Borrower will provide The Administrative Agent shall have received, in form and substance satisfactory to the Agents updated property addresses Administrative Agent and legal descriptions the Lenders: (i) to the extent required by the Administrative Agent, searches of UCC filings in each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Lenders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) completed UCC financing statements for each Borrowing Base Asset appropriate jurisdiction as is necessary, in the Administrative Agent’s sole discretion, to perfect the Lenders’ security interest in the Collateral; (iii) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties listed on Schedule 3.19(a) to the Disclosure Letter; (iv) with respect to each Mortgaged Property listed in Schedule 3.19(a) to the Disclosure Letter, a Mortgage Title Insurance Policy or a date down endorsement to an existing Mortgage Title Insurance Policy assuring the Administrative Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Title Insurance Policy or date down endorsement, as applicable, shall be in form and substance reasonably satisfactory to the Administrative Agent and shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (v) evidence of flood insurance for as to (A) whether any Borrowing Base Asset that Mortgaged Property listed in Schedule 3.19(a) to the Disclosure Letter is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property. The Borrower will also promptly provide to , (y) the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower applicable Credit Party’s written acknowledgment of receipt of written notification from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests which each such Flood Hazard Property is located is participating in the Borrowing Base Assets described on Schedule II hereto National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the “Initial Mortgaged Properties”) to provide Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Agents, for each Borrowing Base Asset, those items required by subsection (d) Administrative Agent and naming the Administrative Agent as loss payee on behalf of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ixLenders; (vi) and Section 3.01(a)(x), in each case except as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents (as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt5.15, with respect to each site of a Mortgaged Property listed in Schedule 3.19(a) to the Initial Disclosure Letter, (A) a map or plat of an as built survey of such site certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated the original date the survey was created and the day of the last revision by American National Surveyors or (B) an affidavit from a Responsible Officer stating there has been no change to an existing survey of such site previously provided to the Administrative Agent, which map or plat and the survey on which it is are based, or affidavit, as applicable, shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1999, and, without limiting the generality of the foregoing, there shall be surveyed and shown on any 61 (vii) pollution and remediation legal liability insurance covering legal expenses, remediation costs and loss of value for all owned Mortgaged Properties known listed in Schedule 3.19(a) to the Disclosure Letter relating to environmental issues on, under or emanating from the Property in such reasonable amounts as NU Hotelrequested by the Administrative Agent; (viii) opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located; and (ix) the 2012 Appraisals, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, which shall evidence that the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction Collateral Value of the requirement in item (d) Mortgaged Properties complies with the requirements of the definition of Collateral Deliverables relating to MortgagesSection 5.12(a).

Real Property Collateral. Within 15 days after Section 7 of the date hereof Second Amendment is null and void and of no further force or effect. On or before the day during the Extended Amendment Period that outstanding Revolving Exposure will equal or exceed $350,000,000, (a) the Borrower will provide to cause the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Unencumbered Asset, each of the Collateral Deliverables and those items required by subsection under subsections 3.01(a)(v), (dvi), (vii), (viii) and (ix) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment)Agreement, (b) the Borrower will provide evidence, evidence reasonably satisfactory to the Agents, Agents of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and Unencumbered Assets, (c) the Borrower will deliver to the Agents record owner searches, lien and encumbrance searches, UCC searches, bankruptcy and judgment searches, land surveys (which may be existing surveys) for the Unencumbered Assets, (d) the Borrower will provide to the Agents reasonably satisfactory evidence of the payment in full of any and all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents Mortgages and Assignments of Leases, (as defined below). To the extent e) the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due will provide to the closure Agents satisfactory evidence of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm (1) fee and leasehold ownership thereof of the Unencumbered Assets in the proper Loan Parties and show (2) no Liens of record affecting the Unencumbered Assets other than Permitted Liens, the Arrangers may waive the requirement (f) in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect addition to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item items required under clause (da) of the definition of Collateral Deliverables relating to the Flood Laws, the Borrower will provide such other information reasonably requested by the Lender Parties to complete their flood review and approval process such that the Administrative Agent reasonably concludes that the Lender Parties have completed their required due diligence in respect of the Flood Laws and (g) the Borrower will cooperate in all reasonable respects with the Agents to provide all due diligence material relating to the Unencumbered Assets and all other deliverables required to comply with any applicable law or regulation applicable to the Agents or the Lenders. The requirements described in items (a) through (g) above (the “Mortgage Requirements”) shall be in form and substance reasonably satisfactory to the Agents. Notwithstanding the foregoing, the Liens created by the Pledge Agreement, the Mortgages, the Assignments of Leases and the Security Agreement shall be promptly released upon the Agents’ confirmation that (i) the aggregate outstanding Revolving Exposure is less than $350,000,000, (ii) each of the Limited Waiver Period and the Transition Period shall have terminated and the temporary waivers and amendments set forth in Sections 2 and 3 of this Amendment are of no further force or effect and (iii) the matters set forth in the following clauses (x) and (y) are true and the Borrower has delivered to the Agents a certificate from a Responsible Officer of the Parent Guarantor confirming (x) that no Default or Event of Default then exists and (y) that the Parent Guarantor has complied with the Reinstated Financial Covenants for two consecutive quarters, together with a schedule of supporting calculations reasonably satisfactory to the Agents((i), (ii) and (iii), collectively, the “Collateral Release Provisions”).

Real Property Collateral. Within 15 days after Section 7 of the date hereof Third Amendment is null and void and of no further force or effect. On or before the day during the Extended Amendment Period that outstanding Revolving Exposure will equal or exceed $350,000,000, (a) the Borrower will provide to cause the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Unencumbered Asset, each of the Collateral Deliverables and those items required by subsection under subsections 3.01(a)(v), (dvi), (vii), (viii) and (ix) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment)Agreement, (b) the Borrower will provide evidence, evidence reasonably satisfactory to the Agents, Agents of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and Unencumbered Assets, (c) the Borrower will deliver to the Agents record owner searches, lien and encumbrance searches, UCC searches, bankruptcy and judgment searches, land surveys (which may be existing surveys) for the Unencumbered Assets, (d) the Borrower will provide to the Agents reasonably satisfactory evidence of the payment in full of any and all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents Mortgages and Assignments of Leases, (as defined below). To the extent e) the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due will provide to the closure Agents satisfactory evidence of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm (1) fee and leasehold ownership thereof of the Unencumbered Assets in the proper Loan Parties and show (2) no Liens of record affecting the Unencumbered Assets other than Permitted Liens, the Arrangers may waive the requirement (f) in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect addition to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item items required under clause (da) of the definition of Collateral Deliverables relating to the Flood Laws, the Borrower will provide such other information reasonably requested by the Lender Parties to complete their flood review and approval process such that the Administrative Agent reasonably concludes that the Lender Parties have completed their required due diligence in respect of the Flood Laws and (g) the Borrower will cooperate in all reasonable respects with the Agents to provide all due diligence material relating to the Unencumbered Assets and all other deliverables required to comply with any applicable law or regulation applicable to the Agents or the Lenders. The requirements described in items (a) through (g) above (the “Mortgage Requirements”) shall be in form and substance reasonably satisfactory to the Agents. Notwithstanding the foregoing, the Liens created by the Pledge Agreement, the Mortgages, the Assignments of Leases and the Security Agreement shall be promptly released upon the Agents’ confirmation that (i) the aggregate outstanding Revolving Exposure is less than $350,000,000, (ii) each of the Limited Waiver Period and the Transition Period shall have terminated and the temporary waivers and amendments set forth in Sections 2 and 3 of this Amendment are of no further force or effect and (iii) the matters set forth in the following clauses (x) and (y) are true and the Borrower has delivered to the Agents a certificate from a Responsible Officer of the Parent Guarantor confirming (x) that no Default or Event of Default then exists and (y) that the Parent Guarantor has complied with the Reinstated Financial Covenants for two consecutive quarters, together with a schedule of supporting calculations reasonably satisfactory to the Agents((i), (ii) and (iii), collectively, the “Collateral Release Provisions”).

Real Property Collateral. Within 15 days after the date hereof the Borrower will provide The Collateral Agent shall have received: (i) to the Agents updated extent not previously received by the Collateral Agent, fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Mortgage" and collectively the "Mortgages") encumbering the fee interest of the Credit Parties in each real property addresses asset owned by a Credit Party set forth on Schedule 5.1(h) (each a "Mortgaged Property" and legal descriptions collectively the "Mortgaged Properties"), or amendments to such Mortgages, as applicable, together with such UCC-1 financing statements as the Collateral Agent shall deem appropriate with respect to each such Mortgaged Property; (ii) to the extent not previously received by the Collateral Agent, fully executed and notarized mortgages, deeds of trust or deeds to secure debt (each a "Leasehold Mortgage" and collectively the "Leasehold Mortgages") encumbering the leasehold interest of any of the Credit Parties (other than sales offices or showrooms) in each leasehold estate set forth on Schedule 5.1(h) (each a "Leasehold Mortgaged Property" and collectively the "Leasehold Mortgaged Properties"), or amendments to such Leasehold Mortgages, as applicable, together with such UCC-1 financing statements (or equivalent instruments) as the Collateral Agent shall deem appropriate with respect to such Leasehold Mortgaged Properties and evidence that each leasehold estate set forth on Schedule 5.1(h) is in the name of a Credit Party; (iii) an opinion of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in the state in which each Mortgaged Property and Leasehold Mortgaged Property is located with respect to the enforceability of the form of Mortgage or Leasehold Mortgage (or amendment thereto, as applicable) and sufficiency of the form of UCC-1 financing statements to be recorded or filed in such state, if applicable, and such other matters as the Collateral Agent may request, in form and substance satisfactory to the Collateral Agent; (iv) to the extent not previously received by the Collateral Agent, in the case of each Leasehold Mortgaged Property, (A) such estoppel letters, consents and waivers from the landlords of such real property as may be reasonably required by the Collateral Agent, which estoppel letters shall be in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence that the applicable lease, a memorandum of lease with respect thereto, or other evidence of such lease in form and substance reasonably satisfactory to the Collateral Agent, has been or will be recorded in all places to the extent necessary or desirable, in the reasonable judgment of the Collateral Agent, so as to enable the Leasehold Mortgage encumbering such leasehold interest to effectively create a valid and enforceable lien (subject only to Permitted Liens) on such leasehold interest in favor of the Collateral Agent (or such other Person as may be required or desired under local law) for the benefit of Lenders; (v) to the extent not previously received by the Collateral Agent, ALTA or other appropriate form mortgagee title insurance policies (the "Mortgage Policies") issued by Chicago Title Insurance Company or other title insurers satisfactory to the Collateral Agent (the "Title Insurance Company"), or endorsements thereto, as applicable, in an amount satisfactory to the Collateral Agent with respect to each Real Property, which amount shall not exceed the fair market value for each Borrowing Base Asset such Real Property, assuring the Collateral Agent that the applicable Mortgages or Leasehold Mortgages, as applicable, create valid and evidence enforceable first priority mortgage liens on the respective Real Properties, free and clear of flood insurance all defects and encumbrances except Permitted Liens which Mortgage Policies shall be in form and substance reasonably satisfactory to the Collateral Agent and containing such endorsements as shall be reasonably satisfactory to the Collateral Agent and for any Borrowing Base Asset other matters that is a Flood Hazard Property. The Borrower will also promptly provide to the AgentsCollateral Agent may request, and in any event not later than 15 days after providing affirmative insurance and such reinsurance as the date on which the same shall be requested in writing to the Borrower from the Collateral Agent or a Lendermay request, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Asset, those items required by subsection (d) all of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) foregoing in form and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, substance reasonably satisfactory to the Agents; (vi) to the extent not previously received by the Collateral Agent, maps or plats of an as-built survey of the recordation sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets title policy and (c) provide to the Agents reasonably satisfactory evidence of the payment be made in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection accordance with the Mortgage Policies, Collateral diligence Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the recordation American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the Approved Real Estate Documents (as defined below). To the extent the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the Arrangerssite is described as being on a filed map, a legend relating the survey to said map; (vii) to the extent not previously received by the Collateral Agent, certification from a registered engineer or land surveyor in consultation with a form reasonably satisfactory to the Required Collateral Agent or other evidence acceptable to the Collateral Agent that none of the improvements on the Real Properties are located within any area designated by the Director of the Federal Emergency Management Agency as a "special flood hazard" area or if any improvements on the Mortgaged Properties are located within a "special flood hazard" area, evidence of a flood insurance policy (if such insurance is required by applicable law) from a company and in an amount satisfactory to the Collateral Agent for the applicable portion of the premises, naming the Collateral Agent, for the benefit of the Lenders, as mortgagee; and (viii) to the extent not previously received by the Collateral Agent, evidence satisfactory to the Collateral Agent that each of the Mortgaged Properties, and the uses of the Mortgaged Properties, are reasonably satisfied that in compliance in all material respects with all applicable laws, regulations and ordinances including without limitation health and environmental protection laws, erosion control ordinances, storm drainage control laws, doing business and/or licensing laws, zoning laws (the record owner and lien searches evidence submitted as to zoning should include the zoning designation made for a Borrowing Base Asset confirm fee and leasehold ownership thereof in each of the proper Loan Parties and show no Liens of record other than Permitted LiensReal Properties, the Arrangers may waive the requirement in subsection (d)(iipermitted uses of each such Real Properties under such zoning designation and zoning requirements as to parking, lot size, ingress, egress and building setbacks) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy and laws regarding access and facilities for such Borrowing Base Asset. For the avoidance of doubtdisabled persons including, with respect to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Streetbut not limited to, the existing mortgages thereon shall be amended federal Architectural Barriers Act, the Fair Housing Amendments Act of 1988, the Rehabilitation Act of 1973 and restated to be substantially in the form Americans with Disabilities Act of Exhibit H hereto in satisfaction of the requirement in item (d) of the definition of Collateral Deliverables relating to Mortgages1990.

Real Property Collateral. Within 15 days after Section 7 of the date hereof First Amendment is null and void and of no further force or effect. On or before the day during the Extended Amendment Period that outstanding Revolving Exposure will equal or exceed $350,000,000, (a) the Borrower will provide to cause the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agents, and in any event not later than 15 days after the date on which the same shall be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto (the “Initial Mortgaged Properties”) to provide to the Agents, for each Borrowing Base Unencumbered Asset, each of the Collateral Deliverables and those items required by subsection under subsections 3.01(a)(v), (dvi), (vii), (viii) and (ix) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment)Agreement, (b) the Borrower will provide evidence, evidence reasonably satisfactory to the Agents, Agents of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and Unencumbered Assets, (c) the Borrower will deliver to the Agents record owner searches, lien and encumbrance searches, UCC searches, bankruptcy and judgment searches, land surveys (which may be existing surveys) for the Unencumbered Assets, (d) the Borrower will provide to the Agents reasonably satisfactory evidence of the payment in full of any and all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred in connection with the Mortgage Policies, Collateral diligence and the recordation of the Approved Real Estate Documents Mortgages and Assignments of Leases, (as defined below). To the extent e) the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due will provide to the closure Agents satisfactory evidence of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closure. Notwithstanding the foregoing, if the Arrangers, in consultation with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm (1) fee and leasehold ownership thereof of the Unencumbered Assets in the proper Loan Parties and show (2) no Liens of record affecting the Unencumbered Assets other than Permitted Liens, the Arrangers may waive the requirement (f) in subsection (d)(ii) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect addition to the Initial Mortgaged Properties known as NU Hotel, Cadillac Hotel and Beach Club Miami Beach, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Street, the existing mortgages thereon shall be amended and restated to be substantially in the form of Exhibit H hereto in satisfaction of the requirement in item items required under clause (da) of the definition of Collateral Deliverables relating to the Flood Laws, the Borrower will provide such other information reasonably requested by the Lender Parties to complete their flood review and approval process such that the Administrative Agent reasonably concludes that the Lender Parties have completed their required due diligence in respect of the Flood Laws and (g) the Borrower will cooperate in all reasonable respects with the Agents to provide all due diligence material relating to the Unencumbered Assets and all other deliverables required to comply with any applicable law or regulation applicable to the Agents or the Lenders. The requirements described in items (a) through (g) above (the “Mortgage Requirements”) shall be in form and substance reasonably satisfactory to the Agents. Notwithstanding the foregoing, the Liens created by the Pledge Agreement, the Mortgages, the Assignments of Leases and the Security Agreement shall be promptly released upon the Agents’ confirmation that (i) the aggregate outstanding Revolving Exposure is less than $350,000,000, (ii) each of the Limited Waiver Period and the Transition Period shall have terminated and the temporary waivers and amendments set forth in Sections 2 and 3 of this Amendment are of no further force or effect and (iii) the matters set forth in the following clauses (x) and (y) are true and the Borrower has delivered to the Agents a certificate from a Responsible Officer of the Parent Guarantor confirming (x) that no Default or Event of Default then exists and (y) that the Parent Guarantor has complied with the Reinstated Financial Covenants for two consecutive quarters, together with a schedule of supporting calculations reasonably satisfactory to the Agents ((i), (ii) and (iii), collectively, the “Collateral Release Provisions”).

Real Property Collateral. Within 15 Notify the Administrative Agent, within ten (10) days after the date hereof the Borrower will provide acquisition of any owned real property by any Credit Party that is not subject to the Agents updated property addresses and legal descriptions for each Borrowing Base Asset and evidence of flood insurance for any Borrowing Base Asset that is a Flood Hazard Property. The Borrower will also promptly provide to the Agentsexisting Security Documents, and in any event not within the later than 15 of sixty (60) days after of such acquisition or the date on which the same shall Closing Date, as such time period may be requested in writing to the Borrower from the Agent or a Lender, such other information reasonably requested by a Lender to complete its flood review and approval process. Within 60 days after the date hereof (subject to extension extended by the Administrative Agent in its sole discretion), the Borrower will (a) cause those Initial Grantors holding fee and leasehold interests in the Borrowing Base Assets described on Schedule II hereto discretion (the “Initial Mortgaged PropertiesMortgage Period”) to provide ), deliver such mortgages, deeds of trust, title insurance policies, environmental reports to the Agentsextent then available, for each Borrowing Base Assetflood hazard determinations, those items required flood insurance, surveys and other documents reasonably requested by subsection (d) of the definition of Collateral Deliverables, Section 3.01(a)(vi), Section 3.01(a)(vii)(C), Section 3.01(a)(viii), Section 3.01(a)(ix) and Section 3.01(a)(x), in each case as set forth in the 2017 Credit Agreement (as amended pursuant to Section 1 of this Amendment), (b) provide evidence, reasonably satisfactory to the Agents, of the recordation in the applicable local recording or filing office of a memorandum of lease for each Operating Lease relating to the Borrowing Base Assets and (c) provide to the Agents reasonably satisfactory evidence of the payment in full of any all title insurance premiums, title company service charges, record and lien search charges, filing fees and charges, mortgage recording taxes and intangible taxes incurred Administrative Agent in connection with the Mortgage Policiesgranting and perfecting a first priority Lien, Collateral diligence and the recordation other than Permitted Liens, on such real property in favor of the Approved Real Estate Documents (as defined below). To Administrative Agent, for the extent ratable benefit of the Borrower is unable to either (x) obtain a Mortgage Policy for a Borrowing Base Asset or (y) record the Approved Real Estate Documents within such 60 day period due Secured Parties, all in form and substance acceptable to the closure of the applicable local recording or filing office, the Administrative Agent shall grant one or more extensions of such 60 day period for the delivery of such Mortgage Policy and/or to record such Approved Real Estate Documents as reasonably required to account for such closureAgent. Notwithstanding the foregoing, if the ArrangersCredit Parties shall not be required to provide a mortgage (and rather shall, promptly upon request of the Administrative Agent, enter into a separate recordable agreement with the Administrative Agent providing that the applicable Credit Party will not enter into, assume or be subject to any other agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon said property, in consultation accordance with the Required Lenders, are reasonably satisfied that the record owner and lien searches for a Borrowing Base Asset confirm fee and leasehold ownership thereof in the proper Loan Parties and show no Liens of record other than Permitted Liens, the Arrangers may waive the requirement in subsection (d)(iiSection 9.10) of the definition of Collateral Deliverables that the Borrower provide a Mortgage Policy for such Borrowing Base Asset. For the avoidance of doubt, with respect to any real property owned or acquired by the Initial Mortgaged Properties known Credit Parties that is not subject to the existing Security Documents (“After Acquired Real Estate”) which (1) is individually valued at less than $10,000,000 as NU Hotelreflected on the pro forma Consolidated balance sheet of the Credit Parties immediately following the acquisition of such After Acquired Real Estate, Cadillac Hotel and Beach Club Miami Beach(2) when combined with all other unencumbered After Acquired Real Estate, Hampton Inn Manhattan-Seaport Financial District, Hilton Garden Inn JFK, ▇▇▇▇▇ Street Hotel, Hyatt House White Plains and Holiday Inn Express 29th Streetresults in Credit Parties owning a total of unencumbered After Acquired Real Estate having an aggregate book value of less than $20,000,000 at any time prior to the end of the applicable Mortgage Period. In the event that the Credit Parties grant or notify the Administrative Agent that they intend to grant a security interest in real estate, the existing mortgages thereon shall be amended and restated Administrative Agent will endeavor to be substantially in give at least thirty (30) days’ written notice to the form Lenders before taking any pledge of Exhibit H hereto in satisfaction real estate as security for the repayment of the requirement Secured Obligations if such real estate is in item a special flood hazard area. Upon the earlier of (da) the expiration of such 30-day period or (b) receipt of confirmation from each Lender that such Lender has completed any necessary flood insurance due diligence to its reasonable satisfaction, the definition Administrative Agent may accept such a pledge of Collateral Deliverables relating to Mortgagesreal estate.