LOAN AGREEMENT Dated as of October 7, 2011 among TIMES SQUARE HOTEL OWNER, LLC, as Borrower, TIMES SQUARE HOTEL OPERATING LESSEE, LLC, as Operating Lessee, EUROHYPO AG, NEW YORK BRANCH, as Agent for the Lenders, EUROHYPO AG, NEW YORK BRANCH, as...

Exhibit 10.1

Execution Copy

LOAN AGREEMENT

Dated as of October 7, 2011

among

TIMES SQUARE HOTEL OWNER, LLC,
as Borrower,

TIMES SQUARE HOTEL OPERATING LESSEE, LLC,

as Operating Lessee,

EUROHYPO AG, NEW YORK BRANCH,
as Agent for the Lenders,

EUROHYPO AG, NEW YORK BRANCH,
as Lender,

AAREAL CAPITAL CORPORATION,

as Lender

and

EUROHYPO AG, NEW YORK BRANCH,
and
AAREAL CAPITAL CORPORATION,

as Joint Lead Arrangers

TABLE OF CONTENTS

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ii

iii

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LOAN AGREEMENT

This LOAN AGREEMENT (this “Loan Agreement”) dated as of October 7, 2011 by and among TIMES SQUARE HOTEL OWNER, LLC, a Delaware limited liability company, having offices at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Borrower”), TIMES SQUARE HOTEL OPERATING LESSEE, LLC, a Delaware limited liability company, having offices at ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Operating Lessee”; Borrower and Operating Lessee are each sometimes referred to as a “Loan Party” and collectively as “Loan Parties”), EUROHYPO AG, NEW YORK BRANCH, having offices at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as agent for the Lenders (in its capacity as agent, together with its permitted successors and assigns, “Agent”), as Joint Lead Arranger and as “Lender”, AAREAL CAPITAL CORPORATION, a Delaware corporation, having offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as Joint Lead Arranger and as “Lender”, and the other lenders party to this Loan Agreement from time to time (Eurohypo, Aareal and such lenders, together with their respective permitted successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as “Lenders”).

W I T N E S S E T H:

WHEREAS, Borrower is the owner of (a) a fee and leasehold interest in certain real property and (b) the improvements constructed thereon, which are collectively known as “The Doubletree Guest Suites Times Square” located in New York, New York, which property is more particularly described in Exhibit A attached hereto (the “Land”);

WHEREAS, Borrower, as lessor, and Operating Lessee, as lessee, are parties to that certain Lease Agreement dated as of December 28, 2006, as amended by that certain First Amendment of Operating Lease Agreement dated September 16, 2009 (the “Operating Lease;”); and

WHEREAS, Borrower wishes to borrow $180,000,000.00 (the “Loan Amount”) from Lenders upon the terms and conditions contained herein; and

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1            Definitions.  For purposes of this Loan Agreement, the following terms shall have the respective meanings set forth in this Article I:

“Aareal” means Aareal Capital Corporation, its successors or assigns by merger, consolidation, sale of all or substantially all of its assets or interests in one or a series of related transactions or other corporate reorganization.

“Acceleration Event” means the occurrence and continuance of the principal balance of the Loan being immediately due and payable in accordance with this Loan Agreement.

“Account(s)” means, collectively, the Tenant Security Account (if any), the Additional Cash Collateral Account, the Capital/FF&E Reserve Account, the Cap Extension Fee Reserve Account, the Cash Management Account, the Casualty/Taking Account, the Clearing Account, Debt Service Account, the Tax and Insurance Reserve Account and the Operating Account.

“Additional Cash Collateral Account” has the meaning set forth in the Cash Management Agreement.

“Additional Costs” has the meaning set forth in Section 2.12(c).

“Additional Interest” means, without duplication, all sums payable pursuant to Sections 2.8, 2.9, 2.10 and 2.12.

“Additional Transfer” has the meaning set forth in Section 8.1(b).

“Adjusted Debt Service” means as of any Testing Determination Date, the greatest of:

(a)           the Debt Service as of the applicable Testing Determination Date (provided that, with respect to the first three (3) Testing Determination Dates which shall occur during the term of the Loan, the Debt Service shall be annualized based upon the period commencing on the Closing Date and ending on such Testing Determination Date);

(b)           the aggregate amount of interest and principal amortization payments that would be payable over a twelve (12) month period on a hypothetical 30-year fully amortizing loan in an original principal amount equal to the outstanding principal amount of the Loan as of the applicable Testing Determination Date with an interest rate equal to the sum of the Treasury Rate plus two and one-quarter percent (2.25%) and which requires monthly constant payments of principal and interest on the first date of each month throughout the term of such loan; and/or

(c)           the product of (i) the outstanding principal amount of the Loan as of the Testing Determination Date multiplied by (ii) seven percent (7.00%).

“Adjusted Debt Service Coverage Ratio” means as of any Testing Determination Date, the ratio of (i) the Net Operating Income for the trailing twelve (12) month period ending on the Testing Determination Date to (ii) the Adjusted Debt Service applicable to such twelve (12) month period.

“Administrative Fee” has the meaning set forth in the Loan Fee Letter.

“Advance Date” has the meaning set forth in Section 2.5(f).

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“Affected Lender” has the meaning set forth in Section 2.12(e).

“Affiliate” means, with respect to any Person, any other Person:

(a)           which directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such Person or is an executive officer or board member (or other member of an equivalent governing body) of such Person; or

(b)           which, directly or indirectly, beneficially owns or holds ten percent (10%) or more of any class of stock or any other ownership interest in such Person;

(c)           which is a member of the family (as defined in Section 267(c)(4) of the IRC) of such Person or which is a trust or estate, the beneficial owners of which are members of the family (as defined in Section 267(c)(4) of the IRC) of such Person; or

(d)           which is a subsidiary (whether direct or indirect), general partner, controlling shareholder, managing member, executive officer or board member (or other member of an equivalent governing body) of such Person.

“Agent” has the meaning set forth in the first paragraph of this Loan Agreement.

“Agent Parties” has the meaning set forth in Section 6.1(l).

“Agent’s Counsel” means such counsel as Agent from time to time may engage on behalf of itself and/or Lenders.

“Agent’s Counsel Fees” means the reasonable, documented out-of-pocket fees and disbursements of Agent’s Counsel for services heretofore or hereafter rendered to Agent on behalf of itself and/or Lenders in connection with the Loan (except as otherwise set forth herein), including the preparation, negotiation, administration and modification of the Loan Documents, and the enforcement of Agent’s and Lenders’ rights and remedies under the Loan Documents.

“Anti-Money Laundering Laws” means any laws or regulations relating to money laundering or terrorist financing, including, without limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transaction Regulations, 31 C.F.R. Part 103; and any similar laws or regulations currently in force or hereafter enacted.

“Applicable Accounting Standards” means (i) with respect to reports prepared by Loan Parties or a Guarantor, GAAP, and (ii) with respect to reports prepared by Property Manager, the Uniform System of Accounts for the Lodging Industry, Tenth Revised Edition (unless otherwise set forth in the Management Agreement), consistently applied.

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“Applicable Interest Rate” has the meaning set forth in Section 2.2(a).

“Appraisal” means a written appraisal report of the Premises as the term “appraisal” is defined in the Code of Professional Ethics of the Appraisal Institute, meeting the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, prepared by a professional appraiser retained by Agent at Borrower’s expense (to the extent provided in Section 6.5) who is a member of the Appraisal Institute, addressed to Agent and in form, scope and substance reasonably satisfactory to Agent, setting forth such appraiser’s determination of the Appraised Value.

“Appraisal Update” means any written supplement or “update” to an Appraisal required hereunder, prepared by a professional appraiser retained by Agent at Borrower’s expense (to the extent provided in Section 6.5) who is a member of the Appraisal Institute, addressed to Agent and in form, scope and substance reasonably satisfactory to Agent, setting forth such appraiser’s determination of the Appraised Value.

“Appraised Value” means the “as-is” fair market value of the Premises, which would be obtained in an arm’s length sale of the Premises between an informed and willing buyer and an informed and willing seller, under no compulsion, respectively, to buy or sell, on the appraisal date of the Appraisal or Appraisal Update, as applicable.

“Approved Assignee” means an Eligible Assignee which, as of the date of determination, is not then directly or through an Affiliate adverse to Agent or its Affiliates in any pending litigation, action, proceeding, mediation or arbitration involving claims or counterclaims of fraud or bad faith against such Eligible Assignee or Affiliate.

“Approved Bank” means Agent and any other bank or other financial institution, the long term senior unsecured debt obligations of which are rated at least “A” by Standard & Poor’s or equivalent rating by ▇▇▇▇▇’▇ or ▇▇▇▇▇ Inc.

“Approved Capital/FF&E Expenditures Budget” means, for any fiscal year of Loan Parties, the Capital/FF&E Expenditures Budget approved (or deemed approved) by Agent pursuant to Section 6.1(j), and any amendments or modifications thereto approved (or deemed approved) by Agent pursuant to Section 6.1(j).

“Assignee” has the meaning set forth in Section 8.1.

“Assignment and Acceptance” has the meaning set forth in Section 8.5.

“Assignment of Agreements” means that certain Assignment of Agreements dated as of the Closing Date made by Loan Parties in favor of Agent.

“Assignment of Leases and Rents” means that certain Assignment of Leases and Rents dated as of the Closing Date made by Loan Parties in favor of Agent.

“Authorized Agent Representative” means ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, with a copy to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇-▇▇@▇▇▇▇.▇▇▇, and any other person designated as such by Agent from time to time for purposes of Sections 2.3(c) or (d) by delivery of a notice to Loan Parties.

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“Authorized Loan Parties’ Representative” means either of ▇▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ and any other Person designated as such by Loan Parties from time to time for purposes of Sections 2.3(c) or (d) by delivery of a notice to Agent.

“Bankruptcy Code” means Title 11 of the United States Code, as in effect from time to time.

“Bankruptcy Proceeding” means with respect to any Person, (i) consenting in writing to the appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitting in writing its inability to pay its debts generally as they become due or (iii) filing a petition, or otherwise instituting, or consenting in writing to the institution against it of, proceedings to take advantage of any law relating to bankruptcy, insolvency or reorganization or the relief of debtors under any federal, state or foreign bankruptcy, insolvency, receivership or similar law.

“Base Rate” means, as of any date of determination, the sum of (a) the highest of (i) the prime rate announced from time to time by Eurohypo, (ii) the Federal Funds Rate plus one-half of one percent (0.50%) per annum, or (iii) the sum of (X) the LIBOR Rate (for a three (3) month Interest Period) plus (Y) 2.86222% (which is the difference between LIBOR, as of the Closing Date, and the prime rate announced by Eurohypo, as of the Closing Date).  Each change in any interest rate provided for herein based upon the Base Rate resulting from a change in the Base Rate shall take effect at the time of such change in the Base Rate.  For purposes of this definition, the LIBOR Rate referred to above shall be the London Interbank Offered Rate for a three (3) month period, as determined by Agent based on quotes or other information available to it, and shall not be required to be determined strictly in accordance with the requirements of the definition of “LIBOR Rate” and the notice and other provisions applicable thereto as set forth herein, plus (b) the Margin.

“Borrower” has the meaning set forth in the first paragraph of this Loan Agreement.  For the avoidance of doubt, in no event shall Operating Lessee be deemed a co-borrower under the Loan, and any and all agreements, covenants and other undertakings of Operating Lessee hereunder shall be limited solely to itself and the performance of its own obligations.

“Borrower Materials” has the meaning set forth in Section 6.1(l).

“Breakage Costs” has the meaning set forth in Section 2.8.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City, London, England or Frankfurt, Germany are authorized or required by law or executive order to close.

“Calendar Quarter” means each of the periods of January 1 through the immediately succeeding March 31, April 1 through the immediately succeeding June 30, July 1 through the immediately succeeding September 30, and October 1 through the immediately succeeding December 31.

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“Cap Extension Fee” has the meaning set forth in Section 2.7(h).

“Cap Extension Fee Reserve Account” has the meaning set forth in the Cash Management Agreement.

“Capital/FF&E Expenditures” means expenditures for (a) capital alterations or improvements to the Premises which are required or permitted under Applicable Accounting Standards to be capitalized or (b) the repair, replacement or acquisition (as appropriate) of FF&E.

“Capital/FF&E Expenditures Budget” means, for any fiscal year of Loan Parties, a budget for Capital/FF&E Expenditures delivered to Agent pursuant to Section 6.1(j).

“Capital/FF&E Reserve Account” has the meaning set forth in the Cash Management Agreement.

“Capital/FF&E Reserve Amount” means, for any calendar month, an amount equal to four percent (4%) of FF&E Gross Revenues for the month prior to the immediately preceding calendar month, e.g., the Capital/FF&E Reserve Amount due and payable on November 1, 2011 will be four percent (4%) of FF&E Gross Revenues for September, 2011.

“Capital/FF&E Reserve Fund” has the meaning set forth in Section 3.4.

“Cash Collateral Payment Amount” has the meaning assigned in the Cash Management Agreement.

“Cash Management Account” has the meaning assigned in the Cash Management Agreement.

“Cash Management Agreement” means that certain Cash Management and Security Agreement among Borrower, Operating Lessee, Agent (on behalf of the Lenders), and the Depository Bank, dated as of the Closing Date, as the same may be modified, amended and/or supplemented and in effect from time to time.

“Cash Sweep Condition” shall exist:

(a)                                  during the continuance of an Event of Default; and/or

with respect to each Testing Determination Date (i) from the thirtieth (30th) day after the delivery of a Compliance Statement required to be delivered to Agent pursuant to Section 6.1(c) for the Calendar Quarter ending on such Testing Determination Date which provides that the Adjusted Debt Service Coverage Ratio for the applicable Calendar Quarter is less than 1.25:1.00 (the “Minimum DSCR”) or (ii) if the Compliance Statement required to be delivered to Agent pursuant to Section 6.1(c) for the Calendar Quarter ending on such Testing Determination Date is not delivered to Agent by the date required under Section 6.1(c), from such date of required delivery unless, in the case of clause (i) (but not clause (ii)), Borrower shall have either within such thirty (30) day period (y) made a partial prepayment of the Loan in an amount such that, after giving effect thereto as though such prepayment was made on the first

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day of the twelve (12) month period ending on such Testing Determination Date (but, for the avoidance of doubt, giving effect to Required Amortization Payments and other payments of principal actually received during such twelve (12) month period), the Adjusted Debt Service Coverage Ratio would be greater than or equal to the Minimum DSCR (which prepayment Borrower shall not be permitted to make prior to the Permitted Prepayment Date) or z) delivered to Agent a Cash Sweep Letter of Credit in an amount which if deducted from the outstanding principal amount of the Loan on the first day of the twelve (12) month period ending on such Testing Determination Date (but, for the avoidance of doubt, giving effect to Required Amortization Payments and other payments of principal actually received during such twelve (12) month period) would cause the Adjusted Debt Service Coverage Ratio to be greater than or equal to the Minimum DSCR; and in the case of any Cash Sweep Condition occurring under clauses (i) and/or (ii) above, such Cash Sweep Condition shall continue to exist thereafter until the Adjusted Debt Service Coverage Ratio shall be equal to or greater than 1.35:1.00 for two (2) consecutive Testing Determination Dates.  Notwithstanding the foregoing, any Cash Sweep Condition which commenced solely with respect to the matter described in clause (b)(ii) above shall end upon the delivery of the Compliance Statement then required to be delivered to Agent pursuant to Section 6.1(c), if such Compliance Statement provides that the Adjusted Debt Service Coverage Ratio was equal to or greater than the Minimum DSCR as of the last Testing Determination Date, but only to the extent that such Compliance Statement is delivered to Agent within thirty (30) days of the date due, it being agreed that this provision shall not be applicable with respect to any Compliance Statement which is delivered more than thirty (30) days after the date due.

“Cash Sweep Letter of Credit” means a Letter of Credit in an amount which if deducted from the outstanding principal amount of the Loan on the first day of the twelve (12) month period ending on such Testing Determination Date (but, for the avoidance of doubt, giving effect to Required Amortization Payments and other payments of principal actually received during such twelve (12) month period) would cause the Adjusted Debt Service Coverage Ratio to be greater than or equal to the Minimum DSCR.

“Casualty” means damage or destruction to all or any part of the Premises.

“Casualty/Taking Account” has the meaning assigned in the Cash Management Agreement.

“Casualty Threshold” means $10,000,000.

“Central Bank Pledge” has the meaning set forth in Section 8.1.

“Claim” has the meaning set forth in Section 10.1(a).

“Clearing Account” has the meaning assigned in the Cash Management Agreement.

“Clearing Account Agreement” means the Cash Management and Multi Party Lockbox Operating Agreement among Borrower, Operating Lessee, Agent, and the Clearing Bank pertaining to the Clearing Account, dated as of the Closing Date, as the same may be modified, amended and/or supplemented and in effect from time to time.

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“Clearing Bank” has the meaning assigned in the Cash Management Agreement.

“Closing” means the execution and delivery of this Loan Agreement and the funding of the Loan.

“Closing Date” means the date upon which the Closing occurs.

“Collateral” means the Mortgaged Property and all other property, real or personal, tangible or intangible, and all Loan Parties’ rights thereto, now or hereafter pledged, mortgaged, assigned or delivered pursuant or with respect to the Loan Documents or otherwise by Loan Parties to Agent and/or Lenders as security for the Obligations.

“Commitment(s)” means, (a) as to any Lender, the commitment of such Lender with respect to the Loan in the amount set forth on the signature page hereto, and hereafter, as any Lender’s commitment shall be established pursuant to any Assignment and Acceptance by which such Lender becomes a Lender or by which such Lender assigns all or any portion of its rights and/or obligations in and to the Loan and the other Loan Documents to an Assignee, and (b) as to all Lenders, the aggregate commitment of all Lenders to make the Loan, which aggregate commitment shall be the Loan Amount on the Closing Date, as the amounts set forth in the foregoing clauses (a) and (b) may be adjusted in accordance with this Loan Agreement.

“Comparable Standards” means the standards of management, operation and maintenance of 3.5 star hotels in the Borough of Manhattan, New York which are comparable to the Premises in size, facilities, amenities, quality and nature.

“Compliance Statement” has the meaning set forth in Section 6.1(c).

“Condemnation Threshold” means $10,000,000.

“Constituent Member(s)” means any direct shareholder, member or partner in Loan Parties and any person or entity that, directly or indirectly through one or more other partnerships, limited liability companies, corporations or other entities is a member or partner in Loan Parties or owns an interest in Loan Parties.

“Contingent Obligations” means contingent indemnity obligations of Loan Parties which survive the repayment of the principal amount of the Loan and Interest for which no claim has been asserted by Agent or Lenders (other than such claims which have been settled and paid).

“Control” (and its correlative meanings) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock, by contract or otherwise; provided that neither a change in the composition of the board of directors of Guarantor nor the change in the identity of any officer of Guarantor shall be deemed to constitute a change of Control.

“Debt Service” means as of any Testing Determination Date, the sum of (i) the Required Amortization Payments under the Loan Documents for the twelve (12) month period ending on the applicable Testing Determination Date and (ii) the scheduled Interest payments

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(net of any payments received on account of any Interest Rate Protection Agreement in effect) due under the Loan Documents for the twelve (12) month period ending on the applicable Testing Determination Date.  All of such calculations shall be subject to the reasonable approval of Agent.

“Debt Service Account” has the meaning assigned in the Cash Management Account.

“Debt Service Coverage Ratio” means as of any Testing Determination Date, the ratio of (i) the Net Operating Income for the trailing twelve (12) month period ending on the Testing Determination Date to (ii) (A) during the period from the Closing Date to the date which is two (2) years after the Closing Date, the Debt Service applicable to such twelve (12) month period (provided that, with respect to the first three (3) Testing Determination Dates which shall occur during the term of the Loan, the Debt Service shall be annualized based upon the period commencing on the Closing Date and ending on such Testing Determination Date) and (B) thereafter, the greater of (1) the Debt Service as of the applicable Testing Determination Date and (2) the product of (I) the outstanding principal amount of the Loan as of the Testing Determination Date multiplied by (II) six percent (6%).  The Debt Service Coverage Ratio shall be as determined by Agent based upon the most recent Compliance Statements required to have been submitted (or, if no such reports have been so submitted, such other information as Agent shall determine in its sole and absolute discretion), which determination shall be conclusive in the absence of manifest error.

“Debt Yield” means the ratio expressed as a percentage of (a) Net Operating Income for the applicable period to (b) the outstanding principal amount of the Loan as of the date of determination.  The Debt Yield shall be as determined by Agent, and based upon the most recent reports submitted by Loan Parties pursuant to Section 6.1 or more recent monthly information submitted by Loan Parties (or, if the most recent report or more recent monthly information has not been submitted pursuant to such section or otherwise, based on such other information as Agent shall determine in its reasonable discretion), which determination shall be conclusive in the absence of manifest error.

“Default” means any event which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.

“Default DSCR” has the meaning set forth in Section 6.33.

“Default DSCR Cash Deposit” means a cash deposit in an amount which if deducted from the outstanding principal of the Loan as of the first day of the twelve (12) month period ending on the most recent Testing Determination Date (but, for the avoidance of doubt, giving effect to Required Amortization Payments and other payments of principal actually received during such twelve (12) month period) would cause the Debt Service Coverage Ratio to be greater than or equal to the Default DSCR.  At Borrower’s election, the Default DSCR Cash Deposit may be applied to the Obligations without any Prepayment Fee.

“Default DSCR Letter of Credit” means a Letter of Credit in an amount which if deducted from the outstanding principal of the Loan as of the first day of the twelve (12)

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month period ending on the most recent Testing Determination Date (but, for the avoidance of doubt, giving effect to Required Amortization Payments and other payments of principal actually received during such twelve (12) month period) would cause the Debt Service Coverage Ratio to be greater than or equal to the Default DSCR.

“Default Rate” means a rate per annum equal to five percent (5%) plus the Base Rate as in effect from time to time; provided, however, that in no event shall the Default Rate exceed the maximum rate allowed by applicable law.

“Defaulting Lender(s)” has the meaning set forth in Section 9.14(a).

“Disclosure Documents” has the meaning set forth in Section 8.4(a).

“Depository Bank” means at any time Agent (or its designee) or any other depository bank approved by Agent which is party to the Cash Management Agreement.  If required by Agent, Agent shall be the Depository Bank under the Cash Management Agreement.

“Documentation” has the meaning set forth in Section 10.24.

“Dollars” or the sign “$” means dollars in the lawful currency of the United States of America.

“Eligibility Requirements” means, with respect to any Person in connection with a Pfandbrief Transfer, that such Person (i) has total assets (in name or under management) in excess of $600,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity of $250,000,000 and (ii) is regularly engaged in the business of making or owning commercial real estate loans or operating commercial mortgage properties.

“Eligible Assignee” means any of the following which is not an Affiliate of Loan Parties or Guarantor:

(a)                                  a Lender;

(b)                                 Agent;

(c)                                  an Affiliate of any Lender or Agent (but not any natural person);

(d)                                 a commercial bank organized under the laws of the United States, or any State thereof, which is not directly or indirectly an Affiliate of Loan Parties and which has (x) total assets in excess of $5,000,000,000 and (y) a combined capital and surplus of at least $500,000,000;

(e)                                  a commercial bank organized under the laws of any other country which is a member of the Organization for Economic Cooperation and Development (“OECD”), or a political subdivision of any such country which is not directly or indirectly an Affiliate of Loan Parties and has (x) total assets in excess of $5,000,000,000 and (y) a combined capital and surplus of at least $500,000,000, provided that such bank is acting

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through a branch or agency located in the country in which it is organized or another country which is also a member of OECD;

(f)                                    a life insurance company organized under the laws of any State of the United States, or organized under the laws of any country and licensed as a life insurer by any State within the United States which is not directly or indirectly an Affiliate of Loan Parties, and has assets of at least $5,000,000,000;

(g)                                 a pension fund in the business of making loans, or an Affiliate thereof organized under the laws of any State of the United States, and licensed or qualified to conduct such business under the laws of any such State which is not directly or indirectly an Affiliate of Loan Parties and has (1) total assets of at least $5,000,000,000 and (2) a net worth of at least $500,000,000;

(h)                                 a nationally recognized investment banking company or other financial institution in the business of making loans, or an Affiliate thereof (other than any Person which is directly or indirectly a Loan Party or directly or indirectly an Affiliate of a Loan Party) organized under the Laws of any State of the United States, and licensed or qualified to conduct such business under the Laws of any such State and having (1) total assets of at least $2,500,000,000 and (2) a net worth of at least $500,000,000; provided, however, that as long as no Event of Default exists, Borrower’s consent shall be required (which consent shall not be unreasonably withheld, conditioned or delayed) for any such nationally recognized investment banking company or other financial institution (including, without limitation, any private equity fund) that has previously made a direct or indirect debt or equity investment in the Premises or is in the business of owning and operating hotels;

(i)                                     any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender; or

(j)                                     (1) any other Person into which, or with which, Eurohypo is merged, consolidated or reorganized, or which is otherwise a successor to Eurohypo by operation of law, or which acquires all or substantially all of the assets of Eurohypo; (2) any other Person which is a successor to the business operations of Eurohypo and engages in substantially the same activities; or (3) any Affiliate of the Persons described in clauses (2) and (3) of this definition.

“Enforcement Action Plan” has the meaning set forth in Section 9.16(f).

“Environmental Indemnity” means that certain Environmental Indemnity dated as of the Closing Date made by Borrower and Guarantor in favor of Agent.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder by any Governmental Authority, as from time to time in effect.

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“ERISA Affiliate” means any organization, trade or business, or other arrangement (whether or not incorporated) which is a member of a group of which either Loan Parties is also a member and which is treated as a single employer within the meaning of IRC, Section 414(b), (c), (m) or (o) or Section 4001 of ERISA.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Pension Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of Loan Parties or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of either Loan Party or any ERISA Affiliate from any Multiemployer Plan, (d) notice of reorganization or insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to terminate a Pension Plan or the treatment of a plan amendment as a termination under Section 4041 of ERISA, (f) the institution, or threat of institution, of proceedings to terminate or appoint a trustee to administer a Pension Plan or Multiemployer Plan by the PBGC, (g) the failure to make any required contribution to a Pension Plan or Multiemployer Plan, (h) the imposition of a lien under IRC Section 430(k) or Section 303(k) of ERISA on either Loan Party or any ERISA Affiliate, (i) the failure with respect to any Pension Plan to satisfy the minimum funding standards IRC Section 412 or Section 302 of ERISA, whether or not waived, or (j) any event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or the imposition on either Loan Party or any ERISA Affiliate of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA.

“Eurohypo” means Eurohypo AG, New York Branch, its successors or assigns by merger, consolidation, sale of all or substantially all of its assets or interests in one or a series of related transactions or other corporate reorganization.

“Event of Default” has the meaning set forth in Section 7.1.

“Excluded Sums” has the meaning set forth in Section 9.3.

“Excluded Taxes” means (a) income, franchise, branch profits or similar Taxes imposed on (or measured by) any Person’s net income or net profits by any jurisdiction (other than a jurisdiction (other than the State of New York and any political subdivision thereof, it being agreed that income taxes payable by any Lender in the State of New York and any political subdivision thereof shall constitute Excluded Taxes) in which such Person would not have a connection but for and solely as a result of its execution, delivery of any Loan Document or its exercise of its rights or performance of its obligations thereunder); (b) withholding Taxes, except to the extent imposed solely as a result of a change in applicable law occurring after (i) the date that such Person became a party to this Loan Agreement, or (ii) with respect to an assignment, acquisition, designation of a new applicable lending office or the appointment of a successor Agent or other transfer, the effective date thereof, except that such Person shall be entitled to additional amounts for withholding Taxes to the extent that such Person’s predecessor was entitled to such amounts (or in the case of a designation of a new applicable lending office, to the extent such Person was entitled to such amounts with respect to its prior applicable lending

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office) and (c) Taxes imposed by reason of the failure of Agent or such Person to comply with its obligations under Section 2.10 and/or Section 9.10.

“Exercise Notice” has the meaning set forth in Section 9.14(c).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum (based on a 360-day year) equal, for each day of such period, to the rate of interest quoted at 11:00 a.m. New York time charged on overnight federal funds transactions with member banks of the Federal Reserve System.

“FF&E” has the meaning set forth in the Mortgage.

“FF&E Gross Revenues” means “Gross Receipts” as defined in the Management Agreement.

“Franchisor Warning Notice” means the receipt by Agent of written notice from a franchisor under a Franchise Agreement that the Premises is not being maintained in accordance with the requirements of such Franchise Agreement (which condition could, after expiration of all applicable notice and cure periods, result in a default under the Franchise Agreement) or that a default by the franchisee otherwise exists under the terms of such Franchise Agreement.

“Funding Direction Letter” means that certain Funding Direction Letter dated as of the Closing Date from Borrower to Agent.

“GAAP” means those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board and which are consistently applied for all periods, so as to properly reflect the financial position of a Person.

“Government List” means (a) the OFAC SDN List, (b) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Agent notified Loan Parties in writing is now included in “Government Lists,” (c) any similar lists maintained by (i) the United States Department of State, (i) the United States Department of Commerce, (ii) any other U.S. Governmental Authority, (iii) the European Union or (iv) the Federal Republic of Germany or (d) any similar lists maintained pursuant to any Executive Order of the President of the United States of America that Agent notified Loan Parties in writing is now included in “Government Lists.”

“Governmental Authority” means any federal, state, county, municipal, parish, provincial or other government, or any department, commission, board, court, agency, committee, or quasi-governmental unit whether of the United States of America or any instrumentality of any of them, or any other political subdivision thereof.  For purposes of Section 2.12, “Governmental Authority” shall include the European Union and the Federal Republic of Germany and any government, department, commission, board, court, agency, committee, quasi-governmental unit, any other political subdivision thereof or any instrumentality of any of them.

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“Gross Revenues” means all revenue of Loan Parties derived from the ownership and operation of the Premises from whatever source determined on cash basis (provided that, for the purpose of determining Net Operating Income, Gross Revenues shall be determined on an accrual basis), including, but not limited to, revenues from the rental of guest rooms, whether to individuals, groups or transients; revenues from the sale of food and beverages, whether from restaurants, room service, catering or otherwise; revenues from vending machines, honor bar, movie rental, telephone, concessions and similar services; revenues from fitness centers, recreational and other facilities and equipment rentals related to any of the foregoing; revenues from business centers, internet kiosks, fax stations and similar services; revenues from parking and guest transportation services or facilities; revenues from retail sales; rents and other revenues (including any common area maintenance revenues and other items denominated as additional rent) received from tenants, lessees, licensees or concessionaires (but not including their gross receipts); concession fees and charges and other miscellaneous operating revenues, proceeds from rental or business interruption insurance; and withdrawals from cash reserves (except to the extent any operating expenses paid therewith are excluded from Operating Expenses);

excluding, without duplication, for the purpose of determining the Cash Collateral Payment Amount on the date such amount is due, the following:  (a) gratuities to employees; (b) federal, state, or municipal excise, and sales or use taxes or any other taxes collected directly from patrons or guests or included as part of the sales price of any goods or services; (c) proceeds received on account of a Taking which are other than in the nature of compensation for lost rents or profits; (d) proceeds received pursuant to any Insurance Policy (other than the proceeds received on account of any business interruption or rental/loss); and (e) unapplied Security Deposits; and

excluding, without duplication, for the purpose of determining Net Operating Income the following:  (a) gratuities to employees; (b) federal, state, or municipal excise, and sales or use taxes or any other taxes collected directly from patrons or guests or included as part of the sales price of any goods or services; (c) proceeds received on account of a Taking which are other than in the nature of compensation for lost rents or profits; (d) proceeds received pursuant to any Insurance Policy (other than the proceeds received on account of any business interruption or rental/loss); (e) unapplied Security Deposits, (f) proceeds of the Loan and any loan, equity investment or capital contribution made by any member of Loan Parties or any other Person to Loan Parties; (g) any gain arising from any write-up of assets or other non-cash items; (h) proceeds from the sale of FF&E and all other non-recurring extraordinary items of income; (i) Rent payable under any Lease with a Lessee which is the subject of a Bankruptcy Proceeding at any time during the applicable period unless such Lease shall have been affirmed; (j) Rent payable under any Lease where there exists at any time during the applicable period a rent default and such rent default has continued for a period in excess of sixty (60) days; (k) lease termination payments; (l) interest income; (m) any refunds, rebates, discounts and credits of a similar nature, given, paid or returned in the course of obtaining Gross Revenues or components thereof; (n) proceeds of casualty insurance and condemnation awards (other than business interruption or other loss of income insurance related to business interruption or loss of income for the period in question); and (o) any disbursements to Loan Parties from the Reserve Funds.

For purposes of calculating guest room revenues only, if on a trailing twelve (12) month basis occupancy of the Premises exceeds 95% (or 159,505 room nights (95% x 460 rooms x 365

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days)) on any Testing Determination Date, then actual guest room revenues for such 12-month period will be reduced by an amount (the “Room Revenue Reduction Amount”) equal to the actual guest room revenues for such period minus the product of the average daily rate for such period and 159,505; provided, however, that if the number of guest rooms at the Premises shall change at any time (to the extent permitted hereunder), Agent and Borrower shall agree upon a new calculation of the Room Revenue Reduction Amount based on such revised guest room number.  Schedule 1.1 sets forth, for purposes of an example only, a list of items included as Gross Revenues.

“Ground Lease” or “Ground Leases” has the meaning set forth in the Mortgage.

“Ground Lessor” means the ground lessor under the applicable Ground Lease.

“Ground Rent” means any and all rent payable by Borrower under the Ground Leases.

“Guarantor” means, individually and collectively, Sunstone Hotel Partnership, LLC, a Delaware limited liability company, or any other Person that now or hereafter guarantees any of Loan Parties’ obligations under the Loan Documents.

“Highgate” means Highgate Hotels, Inc., a Texas corporation.

“Hotel Franchise Agreement” means that certain Amended and Restated Franchise License Agreement, dated as of October 1, 2011, between Hotel Franchisor and Operating Lessee, with such modifications, together with any replacement Hotel Franchise Agreement entered into with another Hotel Franchisor, as shall be entered into in accordance with the terms of this Loan Agreement.

“Hotel Franchisor” means (i) as of the date hereof, Doubletree Franchise LLC and (ii) at any time after the date hereof, any other hotel franchisor of the Premises that is hereafter approved in the reasonable discretion of Agent in accordance with this Loan Agreement.

“Hotel Rebranding” has the meaning set forth in Section 6.37.

“Impositions” means and includes all taxes, assessments for public improvements or benefits and any payments in lieu thereof, whether or not commenced or completed prior to the date hereof or while any of the Obligations are outstanding, water and sewer rents, charges, and other governmental levies or payments, of every kind and nature whatsoever, general and special, foreseen or unforeseen, ordinary and extraordinary, which now or at any time hereafter are assessed, levied, confirmed, imposed or which become a lien upon the Mortgaged Property, or any portion thereof, or which are payable with respect thereto, or upon the rents, issues, revenue, income, proceeds or profits thereof, or on the occupancy, operation, use, possession or activities thereof, whether any or all of the same be levied directly or indirectly or as excise or income or franchise taxes in lieu of taxes which are otherwise imposed upon the Mortgaged Property, together with any penalties or other charges with respect to the late payment or non-payment thereof.

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“Improvements” has the meaning set forth in the Mortgage.

“Indebtedness” means:

(a)                                  all indebtedness for borrowed money or for the deferred purchase price of property or services (including all obligations, contingent or otherwise in connection with letter of credit facilities, acceptance facilities or other similar facilities);

(b)                                 all obligations evidenced by bonds, notes, debentures or other similar instruments;

(c)                                  all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

(d)                                 all capital lease obligations; and

(e)                                  all indebtedness of the nature referred to in clauses (a) through (d) above of another Person guaranteed or secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any lien, security interest or other charge or encumbrance upon or in property (including accounts and contract rights) owned by the Person with respect to whom Indebtedness is being determined, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“Indemnified Party” has the meaning set forth in Section 10.1(a).

“Insurance Policies” means, in addition to any insurance required to be maintained by Loan Parties pursuant to the Ground Leases, the Hotel Franchise Agreement and the Management Agreement, the policies of insurance required to be maintained pursuant to Section 6.11.

“Insurance Premiums” means the premiums payable with respect to the Insurance Policies.

“Insurance Requirements” means and includes all requirements of any Insurance Policy, all requirements of the issuer of any such Insurance Policy, and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) applicable to or affecting the Premises.

“Interest” means interest payable on the Loan at the Applicable Interest Rate or the Default Rate, as applicable.

“Interest Period” means the period commencing on each Payment Date and ending on the day immediately preceding the next succeeding Payment Date, provided that the first Interest Period shall commence on the Closing Date.

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“Interest Rate Protection Agreement” means an agreement with respect to an interest rate cap or swap or other derivative arrangement reasonably acceptable to Agent, in each case, which conforms to the requirements set forth in Section 2.7 and shall include any Lender Interest Rate Protection Agreement.

“Interest Rate Protection Agreement Acknowledgment” has the meaning set forth in Section 2.7(a)(v).

“IRC” means the Internal Revenue Code of 1986, as amended.

“Land” has the meaning set forth in the recitals hereof.

“Lease” has the meaning set forth in the Mortgage, but shall be limited to commercial leases and licenses (including the Signage Licenses) entered into by a Loan Party from time to time with a Lessee and shall specifically exclude the Ground Leases and Operating Lease.

“Lease Letter(s) of Credit” means any letter of credit provided to Operating Lessee by any Lessee under or guarantor of any Lease as security or otherwise.

“Legal Requirements” means, collectively, (a) all current and future laws, statutes, regulations, ordinances, codes, rules, rulings, orders, judgments, decrees, injunctions and other requirements of any Governmental Authority (including those regarding fire, health, handicapped access, sanitation, ecological, historic, zoning, environmental protection, wetlands and building laws and the Americans with Disabilities Act of 1990, Pub. L. No. 89-670, 104 Stat. 327 (1990), as amended, and all regulations promulgated pursuant thereto) in any way applicable to Loan Parties or to the acquisition, construction, development, sale, use, occupancy, possession, operation, management, maintenance or ownership of the Premises, or the Collateral or any part thereof, or any part thereof; and (b) all requirements of each Operating Permit.

“Lender” and “Lenders” have the meaning set forth in the first paragraph of this Loan Agreement.

“Lender Interest Rate Protection Agreement” means any Interest Rate Protection Agreement to which Borrower and Eurohypo or Aareal or any Affiliate of either of them are parties in the event that Loan Parties and Eurohypo or Aareal or any Affiliate of either of them elect to enter into an Interest Rate Protection Agreement.  Borrower’s performance of its obligations pursuant to any Lender Interest Rate Protection Agreement which is not an interest rate cap is secured by the Collateral.

“Lender Representatives” has the meaning set forth in Section 10.24.

“Lessee” means a lessee, tenant, licensee, concession holder or other Person having the right to use or occupy all or any portion of the Premises pursuant to a Lease, but excluding each and all hotel guests of the Premises and excluding Borrower as lessee under the Ground Leases and Operating Lessee as lessee under the Operating Lease.

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“Letter of Credit” means an irrevocable, unconditional, transferable, clean sight draft letter of credit acceptable to Agent in its good faith reasonable discretion (either an evergreen letter of credit or one which does not expire until at least one hundred (100) days after the scheduled Maturity Date) in favor of Agent and entitling Agent to draw thereon in New York, New York (or in accordance with the procedures of the issuing bank, provided that such issuing bank allows for draws by facsimile), issued by a domestic Approved Bank or the U.S. agency or branch of a foreign Approved Bank, at the request of an applicant/obligor that is not a Loan Party.

“LIBOR” means (a) the London Interbank Offered Rate for Dollar deposits in an amount equal to the applicable Loan Portion being determined as appearing on the Reuters Screen LIBOR 01 Page (or such other page as may replace LIBOR 01 Page on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollar deposits) at approximately 11:00 A.M. London time (or as soon thereafter as practicable) on the day which is two (2) LIBOR Banking Days prior to the first day of the applicable LIBOR Rate Period and with respect to which the LIBOR Rate is being determined for a time period equal to, or if no equal time period is so appearing on the Reuters Screen LIBOR 01 Page (or substitute thereof as aforesaid), the time period so appearing which is most approximately equal to, such LIBOR Rate Period; or (b) if the method referred to in clause (a) above for determining the London Interbank Offered Rate shall not be available, the arithmetic average of the rates per annum (rounded upwards, if necessary, to the nearest 1/1000th of 1%) quoted by the Reference Banks at approximately 11:00 a.m. London time (or as soon thereafter as practicable) on the day which is two (2) LIBOR Banking Days prior to the first day of the applicable LIBOR Rate Period for the offering by the Reference Banks to leading banks in the London interbank Eurodollar market having a term comparable to such LIBOR Rate Period and in an amount equal to the applicable Loan Portion.  Each determination of the London Interbank Offered Rate by Agent shall be conclusive, absent manifest error.  In no event, however, shall LIBOR be less than 0%.

“LIBOR Banking Day” means any Business Day on which dealings in deposits in Dollars are transacted in the London interbank market and banks are also open for business in London, England and New York City.

“LIBOR Rate” means, as to any Loan Portion, with respect to any period during which an Applicable Interest Rate shall be a LIBOR Rate, an interest rate per annum equal to the sum of (a) the applicable LIBOR, plus (b) the Margin.

“LIBOR Rate Period” means for any Loan Portion, each period for the computation of Interest on a Loan Portion at a LIBOR Rate.  Subject to Section 2.3(e), each LIBOR Rate Period shall have a duration of three (3) or six (6) months (in each case, subject to general availability), as selected by Borrower in accordance with Section 2.3(a) and/or Section 2.3(c).  Notwithstanding the foregoing, in the case of a LIBOR Rate Period which would otherwise end after the date which is the Maturity Date, such LIBOR Rate Period shall have a duration equal to the period commencing on the effective date of such LIBOR Rate Period and ending on and including the Maturity Date.  Each LIBOR Rate Period shall commence with respect to any outstanding principal of the Loan, on any date selected by Borrower in accordance

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with Section 2.3; provided, however, that notwithstanding anything in this definition of LIBOR Rate Period to the contrary, (i) if any LIBOR Rate Period would otherwise end on a day which is not a LIBOR Banking Day, such LIBOR Rate Period shall be extended to the next succeeding LIBOR Banking Day, unless the result of such extension would be to carry such LIBOR Rate Period over into another calendar month, in which event such LIBOR Rate Period shall end on the immediately preceding LIBOR Banking Day and (ii) any LIBOR Rate Period that begins on the last LIBOR Banking Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such LIBOR Rate Period) shall end on the last LIBOR Banking Day of the calendar month during which the LIBOR Rate Period would otherwise expire (e.g., three (3) or six (6) months).

“Lien” means any deed of trust, mortgage, pledge, assignment of leases and rents, security interest, encumbrance, lien or charge of any kind including any conditional sale or other title retention agreement, any lease in the nature thereof, or the filing of, or any agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction.

“Loan” has the meaning set forth in Section 2.1.

“Loan Agreement” has the meaning set forth in the first paragraph of this Loan Agreement.

“Loan Amount” has the meaning set forth in the recitals hereof.

“Loan Documents” means, collectively, this Loan Agreement, the Notes, the Mortgage, the Assignment of Leases and Rents, the Assignment of Agreements, the Environmental Indemnity, the Recourse Liability Agreement, the Loan Fee Letter, the Funding Direction Letter, the Loan Parties’ Certificate, the UCC Financing Statements, the Manager SNDA, any Lender Interest Rate Protection Agreement, the Clearing Account Agreement, the Cash Management Agreement, the Standstill and Subordination Agreement, and all other agreements, certificates or other documents now or hereafter evidencing or securing or entered into by either Loan Party and/or Guarantor (or any Affiliate(s) of Loan Parties and/or Guarantor) for the benefit of Agent and/or Lenders in connection with the Loan.

“Loan Fee Letter” means that certain Loan Fee Letter dated as of the Closing Date between Agent and Borrower.

“Loan Parties” has the meaning set forth in the first paragraph of this Loan Agreement.

“Loan Parties’ Certificate” means that certain Loan Parties’ Certificate dated as of the Closing Date made by Loan Parties in favor of Agent.

“Loan Party Member” means Pension Holding Corporation, a Delaware corporation, the sole member of Borrower.

“Loan Portion” means any principal of the Loan with respect to which an Applicable Interest Rate has been established (and, in the case of any LIBOR Rate, whether or not such Applicable Interest Rate has become effective); provided, however, that the amount of

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any Loan Portion shall be at least equal to $1,000,000 and in additional incremental amounts of at least $100,000.

“Loan-to-Value Ratio” means the ratio of the outstanding principal amount of the Loan as of the date of determination to the Appraised Value of the Premises based on the then most current Appraisal or Appraisal Update.

“Management Agreement” means that certain Hotel Management Agreement, dated as of December 28, 2006, as amended by First Amendment to Hotel Management Agreement dated July 6, 2007, Second Amendment to Hotel Management Agreement dated November 9, 2007, and Third Amendment to Hotel Management Agreement dated January, 2008 between Property Manager and Operating Lessee, with such modifications, together with any replacement Management Agreement entered into with another Property Manager, as shall be entered into in accordance with an Assignment and Assumption of Management Agreement and this Loan Agreement.

“Manager SNDA” means that certain Conditional Assignment and Subordination of Management Agreement dated as of the Closing Date and entered into between Agent, Property Manager and Loan Parties, as may be amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time pursuant to the terms hereof.

“Margin” means three and 25/100 percent (3.25%) per annum.

“Material Adverse Effect” means the occurrence or existence of a condition or event which could be reasonably in good faith expected to (i) materially adversely affect the condition (financial or otherwise) or business of Loan Parties or Guarantor, (ii) materially adversely affect the condition, use, value or ownership of the Mortgaged Property, (iii) adversely affect the validity or enforceability of any Loan Document (or the priority of the Lien thereof), (iv) materially adversely affect the ability of Loan Parties or Guarantor to pay any amounts under the Loan Documents as they become due, (v) prevent Loan Parties or Guarantor from performing the material obligations under such Loan Documents which Loan Parties or Guarantor, as the case may be, are party to, or (vi) prevent or materially impede or limit in any material respect Agent’s ability to exercise those rights and remedies which Agent must reasonably be able to exercise in order to realize the principal benefits and/or security intended to be provided by the Loan Documents.

“Material Alteration” means either (a) a structural alteration or (b) an alteration to the Improvements where the anticipated cost to complete such alterations exceeds $5,000,000; provided, however, that in no event shall any of the following constitute a Material Alteration: (i) any tenant improvement work performed pursuant to any Lease existing on the date hereof or entered into hereafter in accordance with the provisions of this Loan Agreement; (ii) any work required to be completed pursuant to Section 6.12 or 6.13; (iii) any work to be performed under an Approved Capital/FF&E Expenditures Budget, (iv) any work to be performed in connection with the Hotel Rebranding, or (v) any work to be performed in connection with a modification of the building signage as more particularly set forth in, and as required by, Section 6.10(a)(D).

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“Material Lease” means (i) all Leases which individually or in the aggregate with respect to the same Lessee and its Affiliates (A) demise 5,000 square feet or more of space in the Improvements or (B) with annual aggregate rentals greater than $300,000 or (ii) any Lease which by its terms requires the performance of a Material Alteration or (iii) any Lease entered into while an Event of Default exists.

“Material Lease Action” has the meaning set forth in Section 6.10(a).

“Material Operating Agreement” means the Operating Agreements listed on Schedule 5.17 hereto and any additional Operating Agreements entered into after the date hereof which either (a) have non-cancelable terms of longer than ninety (90) days and are not terminable at any time without cause by Loan Parties without any penalty or other fee (other than payment of amounts then due and owing) or (b) require payments by Loan Parties in excess of $1,000,000 per calendar year.

“Material Taking” means a Taking of a portion of the Premises (a) in excess of fifteen percent (15%) of the area of the Improvements and (b) where the condemnation award is greater than or equal to fifteen percent (15%) of the outstanding principal amount of the Loan.

“Maturity Date” means October 7, 2018, or such earlier date as the entire principal amount of the Loan shall become due and payable by acceleration or otherwise pursuant to the terms of the Loan Documents.

“Mechanic’s Claim” has the meaning set forth in Section 6.7.

“Minimum DSCR” has the meaning set forth in the definition of “Cash Sweep Condition.”

“Minimum Signage Release Prepayment Amount” has the meaning set forth in Section 11.1(a)(i).

“Minor Lease” means any Lease which is not a Material Lease.

“Mortgage” means that certain Consolidated, Amended and Restated Fee and Leasehold and Subleasehold Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Rents dated as of the Closing Date made by Loan Parties for the benefit of Agent.

“Mortgaged Property” has the meaning set forth in the Mortgage.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which either Loan Party or any ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Net Operating Income” means, as of any Testing Determination Date, the excess, if any, of Gross Revenues for the immediately preceding twelve (12) month period over the Operating Expenses for such twelve (12) month period.  Schedule 1.1 sets forth, for purposes of an example only, a calculation of Net Operating Income.

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“Net Proceeds” means the amount of all insurance proceeds paid pursuant to any Insurance Policy as the result of a Casualty, after deduction of the reasonable costs and expenses (including fees of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements), if any, incurred in collecting the same.

“Net Restoration Award” means the amount of all awards and payments received by or for the account of Loan Parties on account of a Taking, after deduction of the costs and expenses (including reasonable attorneys’ fees and disbursements), if any, incurred in collecting the same.

“Non-Availability Notice” has the meaning set forth in Section 2.11(a).

“Note” or “Notes” means each Splitter Note dated as of the date hereof executed by Borrower and payable to the order of each Lender in the amount of each Lender’s Commitment and collectively in the maximum principal amount of the Loan, substantially in the form of Exhibit B as amended, modified, replaced, restated, extended or renewed from time to time.

“Obligations” means, collectively, all present and future indebtedness, obligations, duties and liabilities of each Loan Party to Agent and Lenders arising, as applicable, pursuant to the terms of this Loan Agreement, any Lender Interest Rate Protection Agreement and the other Loan Documents or evidenced by the Notes, and all interest accruing thereon, pursuant to the Loan Documents, regardless of whether such indebtedness, obligations, duties or liabilities are fixed, contingent, joint, several or joint and several.

“OECD” has the meaning set forth in the definition of “Eligible Assignee” in this Section 1.1.

“OFAC” means the Office of Foreign Assets Control of the United States.

“OFAC Laws” means any laws, regulations, and Executive Orders relating to the economic sanctions programs administered by OFAC, including without limitation, the International Emergency Economic Powers Act, 50 U.S.C. sections 1701 et seq.; the Trading with the Enemy Act, 50 App. U.S.C. sections 1 et seq.; and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq. (implementing the economic sanctions programs administered by OFAC) and any similar laws, regulations or orders of the European Union or the Federal Republic of Germany.

“OFAC SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC

“OFAC Violation” has the meaning assigned to such term in Section 6.29(e).

“Operating Account” means account number HSBC ▇▇▇-▇▇▇▇▇-▇ (Times Square Hotel Oper Lessee LLC) with the Clearing Account Bank established pursuant to the Operating Account Agreement.

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“Operating Account Agreement” means the Deposit Account Control Agreement (Operating Account) Borrower, Operating Lessee, Agent, Manager and the Clearing Bank pertaining to the Operating Account, dated as of the Closing Date, as the same may be modified, amended and/or supplemented and in effect from time to time.

“Operating Agreement” means any agreement entered into by a Loan Party, other than the Premises Documents, the limited liability company agreement (or comparable agreement) of Loan Parties, the Leases, the Ground Leases, the Operating Lease, any Management Agreement, the Hotel Franchise Agreement, and any reservation agreement with a hotel guest entered into by a Loan Party or Property Manager in the ordinary course of business, which relates to the ownership, operation or maintenance of, or the use, licensing or leasing of any personal property or equipment in connection with the operation and maintenance of, the Premises.

“Operating Expenses” means, for any period, collectively but without duplication, the operating costs and expenses incurred by Loan Parties or reserved by Loan Parties to the extent such reserves are maintained in the ordinary course of business and in a manner consistent with good business practices, during such period in connection with the ownership, use, occupancy, management, leasing and/or operation of the Premises, determined in accordance with clause (ii) of the definition of Applicable Accounting Standards, including, (i) Ground Rent, (ii) management fees payable under the Management Agreement, (iii) franchise fees payable under the Hotel Franchise Agreement, (iv) annualized insurance premiums divided by the applicable period, (v) annualized real estate taxes and assessments divided by the applicable period, and (vi) except during the Hotel Rebranding, the Capital/FF&E Expenditures;

excluding, without duplication, the following:

(a)                                  any Operating Expense to the extent paid from any reserve maintained by Loan Parties or any other Person, including Property Manager and Agent, on behalf of or for the benefit of Loan Parties and treated as an Operating Expense in prior periods;

(b)                                 the scheduled Interest payments, Required Amortization Payments and other amounts payable to Agent or a Lender under the Loan Documents and any sums payable by Loan Parties in connection with an Interest Rate Protection Agreement;

(c)                                  federal and state income taxes, franchise taxes or other taxes based on income due and owing from Loan Parties;

(d)                                 depreciation and amortization (including, without limitation, Ground Lease amortization) or any other non-cash deductions of Loan Parties; and

(e)                                  amounts funded from insurance or condemnation proceeds which are applied to the repair or Restoration of the Mortgaged Property.

For purposes of determining Operating Expenses in connection with the determination of the Debt Service Coverage Ratio (but not for purposes of Loan Parties’ obligations under the Loan Documents to use Gross Revenues to pay certain costs), (1) management fees shall be deemed to be the greater of (y) management fees actually paid during the applicable period and (z) an

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imputed rate of 3.00% of annualized Gross Revenues (excluding any signage revenue) divided by the applicable period and (2) except during the Hotel Rebranding, the Capital/FF&E Expenditures at an imputed rate of 4.00% of annualized Gross Revenues divided by the applicable period.  Nothing contained in this definition shall be deemed to limit or restrict the payment of operating expenses, tenant improvement costs, leasing commissions or other costs and expenses of Loan Parties or with respect to the Mortgaged Property; provided, however, the foregoing does not limit any restrictions, limitations or other requirements specifically provided elsewhere in this Loan Agreement or in the other Loan Documents.  In the event that the occupancy of the Premises as of any Testing Determination Date is above 95% on a trailing twelve (12) month basis, Operating Expenses for such twelve (12) month period will be reduced by an amount equal to 55% of such period’s Room Revenue Reduction Amount (as defined in the definition of “Gross Revenues”)  .Schedule 1.1 sets three forth, for purposes of an example only, a list of Operating Expenses.

“Operating Lease” has the meaning set forth in the recitals hereto.

“Operating Lessee” has the meaning set forth in the recitals hereto.

“Operating Permits” means, collectively, all authorizations, consents and approvals given by and licenses and permits issued by Governmental Authorities which are required for the ownership, use and occupancy of the Premises in accordance with all Legal Requirements.

“Participant” has the meaning set forth in Section 8.2.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as the same may be amended, supplemented or replaced from time to time, and corresponding provisions of future laws.

“Patriot Act Offense” means any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (i) the criminal laws against terrorism or (ii) the Anti-Money Laundering Laws.  “Patriot Act Offense” also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense.

“Payment Date” means the first (1st) Business Day of each calendar month during the Term, and the Maturity Date.  “Payment Date” shall also include such earlier date, if any, on which the unpaid principal amount of the Loan is paid in full.

“Payor” has the meaning set forth in Section 2.5(f).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

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“Pension Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA, IRC Section 412 or Section 302 of ERISA, and in respect of which a Loan Party or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Permitted Encumbrances” means, collectively (i) the matters set forth in Schedule B-II of the Title Policy and/or on the Survey, (ii) Liens created by the Loan Documents, (iii) Liens, if any, for Impositions or any Mechanic’s Claim for amounts not yet due and payable or delinquent or that are being contested as set forth in Section 6.8; (iv) any pledge which would constitute a Permitted Transfer, (v) such other matters expressly consented to by Requisite Lenders in their reasonable discretion, and (vi) Liens (including “precautionary” UCC financing statements) to secure or memorialize Permitted Equipment Financing.

“Permitted Equipment Financing” means equipment financing (including, without limitation, any Equipment Lease) that is (i) entered into in the ordinary course of Loan Parties’ business, (ii) for equipment related to the ownership or operation of the Premises whose removal would not materially damage or impair the value of the Premises and (iii) which is secured only by the financed equipment.

“Permitted Indebtedness” means any Indebtedness of Loan Parties under (a) the Loan, (b) Operating Agreements entered into in accordance with this Loan Agreement, (c) Permitted Equipment Financing and (d) unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of the Mortgaged Property which in the case of Permitted Equipment Financing and trade payables (1) are not evidenced by a note, (2) do not exceed, at any time, a maximum aggregate amount (for all Permitted Equipment Financing and all of such trade payables) of four percent (4%) of the original principal amount of the Loan and (3) subject to Loan Parties’ contest rights set forth in Section 6.8, are paid prior to delinquency.

“Permitted Prepayment Date” means April 7, 2013.

“Permitted Transfer” means

(a)                                  a Transfer by Sunstone REIT of all or a portion of its direct or indirect ownership interest in a Loan Party to an Affiliate of Sunstone REIT which is wholly-owned and Controlled by Sunstone REIT;

(b)                                 a Transfer, directly or indirectly, of any interests in Borrower (other than the interest owned by the Loan Party Member) provided that:

(i)                                     after giving effect to such Transfer (1) Sunstone REIT shall directly or indirectly retain (beneficially and of record) not less than fifty-one percent (51%) of the interests in (A) Borrower in the aggregate and (B) Guarantor in the aggregate (subject to subsection (e) below), (2) Sunstone REIT shall, directly or indirectly, continue to Control Borrower, Operating Lessee and Guarantor (subject to subsection (e) below), (3) Sunstone REIT shall directly or indirectly retain (beneficially and of record) one hundred (100%) of the interests in the Operating Lessee, and (4) the representation set forth in Section 5.33 of this Loan Agreement shall be true; and

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(ii)                                  with respect to any Transfer of a direct or indirect interest in Borrower equal to or greater than twenty percent (20%), (1) the proposed transferee shall (x) be solvent, (y) have never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding and (z) have no outstanding material judgments against them and (2) except with respect to a transferee which is Controlled by Sunstone REIT, Agent shall have received a credit check and background investigation against such individuals and/or entities reasonably acceptable to Agent;

(c)                                  a Transfer and/or issuance of any publicly traded shares in Sunstone REIT or a Transfer and/or issuance of any operating partnerships units in Guarantor; provided that, after giving effect to such Transfer, Sunstone REIT shall (1) directly or indirectly retain (beneficially and of record) not less than fifty-one percent (51%) of the interests in (A) Borrower in the aggregate and (B) Guarantor in the aggregate (subject to subsection (e) below), (2) directly or indirectly, continue to Control Borrower, Operating Lessee and Guarantor (subject to subsection (e) below), and (3) directly or indirectly retain (beneficially and of record) one hundred (100%) of the interests in the Operating Lessee;

(d)                                 a Transfer of Personal Property in the ordinary course of business provided that such Personal Property is replaced with comparable Personal Property;

(e)                                  a REIT Merger which is permitted pursuant to, and in accordance with, Section 6.15(c), including obtaining the consent of each Lender as required pursuant to Section 6.15(c); and

(f)                                    a Lease entered into in accordance with the Loan Documents.

“Person” means an individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, or other entity of any kind.

“Personal Property” has the meaning set forth in the Mortgage.

“Pfandbrief Transfer” has the meaning set forth in Section 8.1(b).

“Plan Assets” has the meaning set forth in Section 5.25.

“Platform” has the meaning set forth in Section 6.1(l).

“Premises” has the meaning set forth in the Mortgage.

“Premises Documents” has the meaning set forth in the Mortgage.

“Prepayment Fee” has the meaning set forth in Section 2.4(d).  For the avoidance of doubt, it is agreed that notwithstanding anything contained herein to the contrary, no Prepayment Fee shall be payable in connection with any prepayment made by Borrower in order to meet the Default DSCR or the Minimum DSCR, made with funds drawn under the any Cash Sweep Letter of Credit or funded with amounts drawn from the Additional Cash Collateral Account by Agent pursuant to Section 3.2.

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“Pro Rata Share” means, with respect to all matters relating to any Lender, the ratio, expressed as a percentage, obtained by dividing (a) the Commitment of such Lender by (b) the aggregate Commitment of all Lenders, in each case as of the date of determination.

“Property Manager” means (i) as of the date hereof, ▇▇▇▇ ▇▇▇▇▇▇▇▇ Hotel Management LLC, a Delaware limited liability company, and (ii) at any time after the date hereof, Highgate, an entity wholly owned and Controlled by Highgate or a Qualified Manager.

“Proposed Material Lease(s)” has the meaning set forth in Section 6.10(a).

“Public Lender” has the meaning set forth in Section 6.1(l).

“Purchase Date” has the meaning set forth in Section 9.14(c).

“Qualified Carrier” has the meaning set forth in Section 6.11(h).

“Qualified Counterparty” means a financial institution which is reasonably acceptable to Agent in its sole discretion and whose senior long term debt is rated not less than “A” by Standard & Poor’s.

“Qualified Franchisor” means Marriott International, Inc., Hilton Worldwide, Hyatt Hotels Corporate, Starwood Hotels & Resorts, Inc. or InterContinental Hotels Group plc, in each case provided that such entity has not experienced a significant reputational or financial downgrade after the Closing Date, as reasonably determined by Agent or (ii) in the reasonable judgment of Agent, a reputable and experienced franchisor unaffiliated with Loan Parties possessing experience in flagging hotel properties similar in size, scope, ▇▇▇ and value to the Premises reasonably acceptable to Agent.

“Qualified Manager” means, at the time such manager is appointed, (i) Marriott International, Inc., Hilton Worldwide, Hyatt Hotels Corporate, Starwood Hotels & Resorts, Inc. or InterContinental Hotels Group plc, in each case provided that such entity has not experienced a significant reputational or financial downgrade after the Closing Date, as reasonably determined by Agent or (ii) a reputable and experienced management organization possessing experience (or having principals possessing experience) of not less than ten (10) years managing full service hotels which are similar in size, scope, class, use and value to the Premises and is (or has principals currently) managing at least five (5) full service hotels similar in size, scope, class, use and value to the Premises reasonably acceptable to Agent.

“Recourse Liability Agreement” means that certain Recourse Liability Agreement dated as of the Closing Date made by Borrower and Guarantor for the benefit of Agent.

“Reference Banks” means Eurohypo AG, Aareal Bank AG, Deutsche Bank AG, Barclays Bank PLC and BNP Paribas London or such other banks constituting Approved Banks as may be reasonably and in good faith selected by Agent (without any implied requirement of advance consultation with Loan Parties) from time to time with concurrent written notice to Loan Parties.

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“Register” has the meaning set forth in Section 8.6.

“REIT Merger” has the meaning set forth in Section 6.15(c).

“Release Condition” and “Release Conditions” has the meaning set forth in Section 6.12(d)(i).

“Rents” has the meaning set forth in the Mortgage.

“Rent Roll” has the meaning set forth in Section 5.34.

“Replacement Lender” has the meaning set forth in Section 2.12(f) of this Loan Agreement.

“Required Amortization Payments” means, with respect to each Payment Date commencing with the Payment Date in November, 2013, the amortization payment in the amount set forth on Exhibit D attached hereto, required to be made pursuant to Section 2.4(b); provided, that upon a Signage Release Prepayment, Exhibit D shall be revised to reflect the new outstanding principal amount of the Loan after giving effect to such Signage Release Prepayment, and shall be calculated based on a hypothetical 30-year fully amortizing loan equal to such new outstanding principal amount of the Loan with an interest rate equal to six percent (6%) per annum.

“Required Payment” has the meaning set forth in Section 2.5(f).

“Required Repairs” has the meaning set forth in Section 6.34.

“Requisite Lenders” means, at any time, non-Defaulting Lenders having Commitments representing at least sixty seven percent (67%) of the total Commitments of all non-Defaulting Lenders at such time.

“Reserve Funds” means, collectively, the Tax and Insurance Reserve Fund and the Capital/FF&E Reserve Fund, and all other funds in the Accounts.

“Restoration” means in case of a Casualty or a Taking, the restoration, replacement or rebuilding of the portion of the Premises affected by the Casualty or Taking such that when such restoration, replacement or rebuilding is completed, the Premises shall have been restored, in the case of any Casualty, substantially to the same character and condition as prior to such Casualty, and in the case of any Taking, to an integral unit as substantially similar as reasonably possible, taking into account the extent of the Taking, to the character and condition of the Premises prior to such Taking, in each case in accordance with this Loan Agreement, all Legal Requirements and the Permitted Encumbrances in all material respects.  In any case, Restoration shall provide sufficient (in Agent’s reasonable and good faith determination) access across and over the Premises to the public roads and highways, provided that if the Premises has the same access that existed before the Casualty or Taking, such access shall be deemed sufficient.

“RevPAR” means revenues per available room.

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“RevPAR Yield Index” means the percentage amount determined by dividing the RevPAR of the Premises by the RevPAR of the Premises’ competitive set as reported by ▇▇▇▇▇ Travel Research or if ▇▇▇▇▇ Travel Research is no longer publishing, a successor reasonably acceptable to Agent.

“Section 2.12 Prepayment Notice” has the meaning set forth in Section 2.12(e).

“Section 2.12 Replacement Notice” has the meaning set forth in Section 2.12(e).

“Securities Certification” has the meaning set forth in Section 8.4(a).

“Security Deposit” means any cash security or other deposit given by or on behalf of a Lessee to Operating Lessee as the landlord under a Lease that has not been applied or returned in accordance with such Lease.

“Security Documents” means, collectively, this Loan Agreement, the Mortgage, the Assignment of Agreements, the Assignment of Leases and Rents, the Clearing Account Agreement, the Cash Management Agreement, the UCC Financing Statements and any other Loan Document entered into to secure the Obligations.

“Security Trustee” has the meaning set forth in Section 8.1(b).

“Signage Collateral” has the meaning set forth in Section 11.1(a).

“Signage License” means all present and future leases, subleases, licenses, permits, concessions or other agreements or arrangements, whether oral or written, and all present and future agreements for the use or occupancy of all or any portion of the exterior portion of the Improvements used for signage, together with any and all extensions or renewals thereof.

“Signage Release Prepayment” has the meaning set forth in Section 11.1(a)(i).

“Signage Sale” has the meaning set forth in Section 11.1(a).

“Single Purpose Entity” has the meaning set forth on Exhibit C attached hereto.

“Spread Maintenance Premium” means, with respect to any payment or prepayment of the outstanding principal amount of the Loan (including an acceleration of the Loan but excluding any prepayment by Borrower to satisfy the Default DSCR or Minimum DSCR or any mandatory prepayment of the Loan as a result of a Casualty, a Taking or usury in accordance with this Loan Agreement) prior to the Permitted Prepayment Date, an amount equal to the greater of (i) five percent (5%) of the amount prepaid and (ii) product of the following:  (A) the amount of such prepayment (or the amount of principal so accelerated), multiplied by (B) the then applicable Margin, as applicable), multiplied by (C) a fraction (expressed as a percentage) having a numerator equal to the number of days difference between the Permitted Prepayment Date and the date such prepayment occurs and a denominator equal to three hundred sixty (360).

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“Standard & Poor’s” means Standard & Poor’s Rating Group.

“Successor REIT” has the meaning set forth in Section 6.15(c).

“Sunstone REIT” means Sunstone Hotel Investors, Inc., a Maryland corporation.

“Survey” means that certain survey prepared by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Registration No. 49223 of ▇▇▇▇ Land Surveyors, field work completed on September 14, 2011, plat or map dated October 3, 2011, Computer #10-L-41A.

“Taking” (and its correlative meanings) means any temporary or permanent taking by any Governmental Authority of the Premises or any portion thereof through eminent domain, condemnation or other proceedings or by any settlement or compromise of such proceedings, or any voluntary conveyance of such property or any portion thereof during the pendency of any such proceedings.

“Tax and Insurance Reserve Account” has the meaning assigned in the Cash Management Agreement.

“Tax and Insurance Reserve Fund” has the meaning set forth in Section 3.7(a).

“Taxes” has the meaning set forth in Section 2.10.

“Tenant Security Account” has the meaning set forth in Section 3.3(a).

“Term” means the period commencing on the Closing Date and ending on the Maturity Date.

“Terrorism Insurance Cap” has the meaning set forth in Schedule 6.11(a)(i).

“Testing Determination Date” means the date which is the last day of the Calendar Quarter.

“Title Company” means First American Title Insurance Company.

“Title Policy” means the mortgagee title insurance policy in favor of Agent issued on the Closing Date, including all endorsements thereto.

“Transferred Interest” has the meaning set forth in Section 8.1(b).

“Transferring Lender” has the meaning set forth in Section 8.1(b).

“Transfer” means (a) the conveyance, transfer, assignment, pledge, mortgage, encumbrance, hypothecation or sale, by operation of law or otherwise, of (i) the Collateral, or any part thereof or interest therein (except for the sale or other disposition of inventory in the ordinary course of business and the replacement or disposition of tangible personal property that is obsolete or worn out and is being or will be replaced with items of at least the same utility, quality and value, unless Property Manager reasonably determines that the replacement of such personal property is not required in order to continue to operate the Premises in accordance with

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Comparable Standards), or (ii) a direct or indirect equity or beneficial interest as a partner, shareholder, member or otherwise in a Loan Party or in any Person having a direct or indirect equity or beneficial interest in a Loan Party, (b) the leasing of all or substantially all of the Premises (except in accordance with this Loan Agreement) or (c) any change in Control of either Loan Party, as the case may be.  The term “Transfer” does not include Permitted Encumbrances, Permitted Equipment Financing.

“Treasury Rate” means, as of any Testing Determination Date, the annualized yield on securities issued by the United States Treasury having a remaining maturity of one hundred twenty (120) months, as quoted in Federal Reserve Statistical Release H. 15(519) under the heading “U.S. Government Securities - Treasury Constant Maturities” for the Treasury Rate Determination Date, converted to a monthly equivalent yield.  If yields for such securities of such applicable maturity are not shown in such publication, then the Treasury Rate shall be determined by Agent by linear interpolation between the yields of securities of the next longer and next shorter maturities.  If said Federal Reserve Statistical Release or any other information necessary for determination of the Treasury Rate in accordance with the foregoing is no longer published or is otherwise unavailable, then the Treasury Rate shall be reasonably determined by Agent based on comparable data.

“Treasury Rate Determination Date”  means the date which is five (5) Business Days prior to the applicable Testing Determination Date.

“TRIPRA” has the meaning set forth in Section 6.11(h).

“UCC Financing Statements” means such UCC financing statements as Agent shall deem reasonably necessary or desirable to perfect Agent’s security interest in the Collateral (or any portion thereof).

“Withdrawal Liability” means at any time the aggregate liability incurred (whether or not assessed) with respect to all Multiemployer Plans pursuant to Section 4201 of ERISA or for increases in contributions required to be made pursuant to Section 4243 of ERISA.

Section 1.2                                   Other Definitional Provisions.

(a)                                  All terms defined in this Loan Agreement shall have the above-defined meanings when used in the Notes or any of the other Loan Documents, or in any other certificate, report or other document made or delivered pursuant to this Loan Agreement, unless the context therein shall otherwise require.

(b)                                 Whenever appropriate herein or required by the context or circumstances, the masculine shall be construed as the feminine and/or the neuter, the singular as the plural, and vice versa.

(c)                                  The words “hereof”, “herein”, “hereunder” and similar terms when used in this Loan Agreement shall refer to this Loan Agreement as a whole and not to any particular provision of this Loan Agreement.

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(d)                                 The words “include” and “including” wherever used in this Loan Agreement or any other Loan Document shall be deemed to be followed by the words “without limitation”.

(e)                                  Any reference to any Loan Document or any other document, instrument or agreement in this Loan Agreement or in any other Loan Document shall be deemed to mean such Loan Document or other document, instrument or agreement, as applicable, as it may from time to time be amended, supplemented, restated, consolidated, severed, split, extended, substituted for, partially released, replaced, increased, waived, cross-collateralized, renewed or otherwise modified in accordance with the terms of the Loan Documents.

ARTICLE II

THE LOAN

Section 2.1                                   The Loan; Use of Funds; Several Obligations.  Subject to the conditions and upon the terms herein provided, each Lender severally agrees to lend to Borrower and Borrower agrees to borrow from each Lender, on the Closing Date, an amount up to such Lender’s Commitment, which Commitments in the aggregate shall equal the Loan Amount, or such lesser amount as shall be the maximum amount available pursuant to the terms of this Loan Agreement (the “Loan”).  The Loan shall be made by Lenders ratably in proportion to their respective Commitments.  The Loan shall be evidenced by the Notes.  Interest and Additional Interest, if any, shall be payable in accordance with the Notes and this Loan Agreement.  The Loan shall be repaid with Interest, Additional Interest, costs, fees and charges as more particularly set forth in this Loan Agreement, the Notes, the Mortgage and the other Loan Documents.  Principal amounts of the Loan which are repaid for any reason may not be reborrowed.  The proceeds of the Loan shall be used to (i) repay indebtedness, (ii) pay transaction costs and (iii) make deposits into Accounts as required in this Loan Agreement.  Any excess proceeds may be used for any lawful purpose.  The failure of any Lender to make any Loan to be made by it on the date specified therefore shall not relieve any other Lender of its obligation to make its Loan, but neither any Lender nor Agent shall be responsible for the failure of any other Lender to make a Loan to be made by such other Lender.  For avoidance of doubt, the Operating Lessee is not (nor shall be deemed to be) a borrower hereunder, nor liable for the repayment of the Loan in any respect, and joins this Agreement solely with respect to the representations, warranties and covenants set forth herein which are applicable to the Operating Lessee.

Section 2.2                                   Interest.

(a)                                  Interest at the Applicable Interest Rate.  Until paid in full, and subject to Sections 2.5(c), 2.11 and 2.12(d), each Loan Portion shall bear interest at an interest rate which shall be a LIBOR Rate as designated by Borrower pursuant to Section 2.3 or the Base Rate as provided in Section 2.11 or Section 2.12 (the “Applicable Interest Rate”).

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(b)                                 Interest Payments.

(i)                                     , Borrower shall pay Interest on the unpaid outstanding principal amount of the Loan from the date hereof through and including November 1, 2011.

(ii)                                  On December 1, 2011 (i.e., the second Payment Date) and on each Payment Date thereafter, Borrower shall pay Interest as provided in this Loan Agreement on each Loan Portion, in arrears, for the Interest Period then ending.

(iii)                               Borrower shall pay Additional Interest as and when provided herein, and in the event any Lender Interest Rate Protection Agreement is in effect, in such Lender Interest Rate Protection Agreement.

(c)                                  Calculation of Interest.

(i)                                     Interest accruing at the Applicable Interest Rate shall be calculated on the basis of the actual number of days elapsed and a year of 360 days.

(ii)                                  Any change in the Base Rate shall be automatically effective as of the day on which such change in rate occurs.

(iii)                               Each determination of an interest rate by Agent pursuant to the provisions of this Loan Agreement shall be conclusive and binding on Borrower in the absence of manifest error.

(d)                                 Late Fee.  In addition to any sums due under this Section 2.2, Borrower shall pay to Agent for the account of the Lenders a late payment premium in the amount of four percent (4)% of any principal not paid on the due date thereof (excluding any payment of principal due on the Maturity Date), or of any interest and/or other sums due under the Loan Documents not paid within five (5) days after the due date thereof, which late payment premium shall be due with any such late payment or upon demand by Agent.  Such late payment charge represents the reasonable estimate of Borrower and the Lenders of a fair average compensation for the loss that may be sustained by the Lenders due to the failure of Borrower to make timely payments.  Such late charge shall be paid without prejudice to the right of Agent and the Lenders to collect any other amounts provided herein or in the other Loan Documents to be paid or to exercise any other rights or remedies under the Loan Documents.

Section 2.3                                   Determination of Applicable Interest Rate.

(a)                                  Applicable Interest Rate.

(i)                                     The initial Applicable Interest Rate for the Loan shall be the applicable LIBOR Rate based on the LIBOR Rate Period(s) selected by Borrower in writing and delivered to Agent on or prior to the Closing Date for each Loan Portion.

(ii)                                  The Applicable Interest Rate (and any related LIBOR Rate Period) from time to time applicable to any Loan Portion upon and after the expiration of any LIBOR Rate Period with respect to such Loan Portion shall be determined in the manner set forth in Section 2.3(c), (d) and (e), Section 2.11(a) and (b) and Section 2.12(d).

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(iii)                               After a conversion election, each Loan Portion shall bear interest during each applicable Interest Period at the Applicable Interest Rate as shall have been designated pursuant to Section 2.3(c) or (e), or as otherwise provided in Section 2.3(d).  In connection with the selection or conversion of the Applicable Interest Rate pursuant to Section 2.3(c) or (e), Borrower shall specify the principal amount of the Loan Portion for which such selection or conversion is being made.

(iv)                              At any particular time, the sum of all Loan Portions shall equal the outstanding principal amount of the Loan.

(v)                                 There shall be no more than three (3) Loan Portions at any one time.

(b)                                 Intentionally Omitted.

(c)                                  LIBOR Rate Conversion Options.  Subject to Section 2.3(f) and Section 2.5(c), Borrower may elect to convert the Applicable Interest Rate from one LIBOR Rate to another LIBOR Rate effective upon the expiration of the then current LIBOR Rate Period; provided, however, that (x) there shall not have occurred and be continuing any Event of Default, (y) the circumstances referred to in Section 2.11 or Section 2.12(d) shall not have occurred and be continuing, and (z) after giving effect to such conversion, the number of LIBOR Rate Loan Portions in effect shall not exceed, in the aggregate, three (3).  If Borrower wishes to convert the Applicable Interest Rate on any Loan Portion as permitted by the preceding sentence, an Authorized Loan Parties’ Representative shall give notice thereof (which shall be irrevocable) to Agent to the attention of an Authorized Agent Representative prior to 12:00 p.m. (New York City time) on the day that is not less than three (3) LIBOR Banking Days prior to the proposed conversion date specifying (A) the principal amount of the Loan with respect to which such conversion shall occur, (B) the proposed conversion date, which shall be determined in accordance with the preceding sentence, and (C) the applicable LIBOR Rate Period.  Notwithstanding the foregoing, and without limiting the rights and remedies of Agent and the Lenders under Sections 7.2 through 7.9, inclusive, in the event that any Event of Default exists, Agent may (and at the request of the Requisite Lenders shall) for so long as such Event of Default exists, suspend the right of Borrower to convert any Loan Portion into a LIBOR Rate Loan Portion, or to continue any Loan Portion as a LIBOR Rate Loan Portion, in which event (x) all Loan Portions subject to the LIBOR Rate shall be converted to the Base Rate on the last day(s) of the respective LIBOR Rate Period therefor (and no such LIBOR Rate Loan Portion shall be subject to earlier conversion) and (y) all Loan Portions subject to the Base Rate shall be continued as Base Rate Loan Portions.  In connection with any such conversion, on the last day(s) of the respective LIBOR Rate Period therefor, a Lender may (at its sole and absolute discretion) transfer a Loan Portion from one applicable lending office to another.

(d)                                 Reversion to Three-Month LIBOR Rate.  If an Authorized Loan Parties’ Representative fails to timely notify an Authorized Agent Representative in accordance with Section 2.3(a)(i), (c) or (e) of Borrower’s election of a LIBOR Rate or Base Rate for any Loan Portion with an expiring LIBOR Rate Period or fails to provide all of the information required by Section 2.3(c) or (e) for the election of a LIBOR Rate, the Applicable Interest Rate on such Loan Portion shall, provided that no Event of Default shall then exist, automatically

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upon the expiration of such LIBOR Rate Period convert to a LIBOR Rate having a LIBOR Rate Period of three (3) months or, if such three-month LIBOR Rate Period would end after the Maturity Date, a LIBOR Rate Period having a duration equal to the period commencing upon the expiration of such expiring LIBOR Rate Period and ending on and including the Maturity Date, subject to the proviso in the definition of “LIBOR Rate Period” herein.

(e)                                  Interest Rate Corresponding to Interest Rate Protection Agreements.  Notwithstanding anything to the contrary set forth in this Section 2.3, at all times that a LIBOR Rate shall be in effect, Borrower shall cause a portion of the Loan corresponding to the notional amount with respect to which any such Interest Rate Protection Agreements were established to have an Applicable Interest Rate which is a LIBOR Rate having a LIBOR Rate Period that is the same as and is co-terminous with the period used in such Interest Rate Protection Agreement.

(f)                                    Notice of Applicable Interest Rate Conversion.  Agent shall promptly notify each Lender upon its receipt of notice from Borrower pursuant to Section 2.3(c) electing to convert to an Applicable Interest Rate.

Section 2.4                                   Principal Payments.

(a)                                  Principal Payment at Maturity.  Borrower shall pay the then outstanding unpaid principal amount of the Loan in a single installment on the Maturity Date, together with all accrued and unpaid Interest and all other sums then due to Agent and Lenders under the Loan Documents.

(b)                                 Amortization Payments.  Commencing on the Payment Date in November, 2013 and on each Payment Date thereafter, Borrower shall pay to Agent, in addition to Interest then due, the applicable Required Amortization Payment.  Prepayments of the Loan made pursuant to Section 2.4(d) or other provision hereof (other than a Signage Release Prepayment) shall not reduce the amount of such scheduled amortization payments.

(c)                                  Cash Sweep Condition Prepayment.  Agent (with the consent or at the direction of the Requisite Lenders) may, in accordance with and subject to the terms and conditions of Section 3.2, apply funds on deposit in the Additional Cash Collateral Account to the repayment of (i) principal, (ii) Breakage Costs, if any, payable in accordance with Section 2.8 and (iii) all sums required to be paid pursuant to Section 2.4(g).

(d)                                 Optional Prepayments.  Borrower may not voluntarily prepay the Loan, in whole or in part, prior to the Permitted Prepayment Date other than as permitted pursuant to Article XI or in connection with any Debt Service Coverage Ratio cure effected hereunder.  From and after the Permitted Prepayment Date, Borrower, upon three (3) Business Days’ prior written notice to Agent, may prepay the Loan, in whole or in part in $1,000,000 increments, in accordance with this Section 2.4(d) and subject to the following prepayment fees (the “Prepayment Fee”):

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Any such prepayment notice shall specify the date (which shall be a Payment Date) and amount of the prepayment to be made; provided, however, neither Borrower’s failure to make such prepayment, nor Borrower’s making of such prepayment on a date which is different than the date specified in such prepayment notice, shall be a Default or an Event of Default; provided, further, that Borrower shall pay within five (5) Business Days of written demand by Agent (i) all reasonable out-of-pocket expenses incurred by Agent and any Lender by reason of Borrower’s failure to make such prepayment on the date specified in such prepayment notice and (ii) Breakage Costs and Additional Interest which, in each case, results from Agent not having received such payment prior to 11:00 A.M. (New York time) on the date specified in such prepayment notice.  Concurrently with any such prepayment, Borrower shall pay to Agent all sums required to be paid pursuant to, and shall otherwise comply with, Section 2.4(g).

(e)                                  Other Sums.  Borrower shall pay to Agent all other sums owed to Agent and/or Lenders pursuant to the Loan Documents when such sums are due and payable as provided in the applicable Loan Document, or if not provided therein, within ten (10) days after the due date thereof or if expressly required or with respect to amounts payable which cannot be determined by Borrower in the absence of determination by Agent or Lenders, within ten (10) days after written demand by Agent.  To the extent any other such sums are determined on a per diem or similar basis, such sums shall be calculated on the basis of a three hundred sixty (360) day year and the actual number of days elapsed.

(f)                                    Mandatory Prepayment.  Borrower shall be required to prepay the Loan upon the occurrence of any of the circumstances expressly requiring prepayment described in Section 6.12 and/or Section 6.13 in this Loan Agreement by paying the principal amount so

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required to be prepaid, provided that such prepayment shall be without payment of any Prepayment Fee or other penalty or premium (for the avoidance of doubt, it is agreed that the payment of Additional Interest shall not be deemed to be a penalty or premium).  Concurrently with any such prepayment, Borrower shall pay to Agent all sums required to be paid pursuant to, and shall otherwise comply with Section 2.4(g).  For the avoidance of doubt, it is agreed that any prepayment made in accordance with Section 6.33 and any prepayment made to prevent the commencement of or end the continuation of a Cash Sweep Condition shall not be subject to payment of the Prepayment Fee.

(g)                                 Reduction of Interest Rate Protection Arrangement and Payment of Other Sums.  Concurrently with any prepayment of principal pursuant to this Section 2.4, Borrower shall, as a further condition of such prepayment, (w)(1) in the case of any Lender Interest Rate Protection Agreement other than an interest rate cap then in effect, cause a reduction of the notional amount of such interest rate protection arrangement so as to cause such notional amount to correspond to the outstanding principal amount of the Loan, after giving effect to such prepayment, (2) pay all sums, if any, payable by Borrower pursuant to any Interest Rate Protection Agreement with respect to such reduction and (3) provide evidence to Agent of Borrower’s compliance with clauses (1) and (2) above, (x) pay all accrued and unpaid Interest to and including the date of such prepayment on the amount being prepaid, (y) pay all Additional Interest and any other amounts due and payable to Agent and/or Lenders hereunder and under the Notes, the Mortgage and the other Loan Documents and (z) pay all reasonable fees and out-of-pocket expenses incurred by Agent in connection with the Loan and/or with the prepayment of the Loan.  In addition, concurrently with any prepayments of principal, other than as expressly set forth in Section 2.4(f), which occur prior to the 83rd Payment Date, Borrower shall, in addition to the other sums described in this Section 2.4(g), pay the Prepayment Fee, applicable thereto.

Section 2.5                                   Payment; Default Rate; Application of Certain Monies; Priority of Payments; Set-offs.

(a)                                  Manner of Payment.  All sums payable by Borrower under this Loan Agreement or any other Loan Document shall be made in Dollars and in immediately available funds not later than 11:00 a.m. (New York City time) on the date when such payment is due.  Such sums shall be payable by wire transfer to the credit of Agent, at Commerzbank AG New York, ABA # ▇▇▇▇▇▇▇▇▇, Account # 150-▇▇▇▇▇▇▇-00USD, Account Name:  Eurohypo AG New York, Reference:  Sunstone Doubletree Times Square, or to such other account or address as Agent may from time to time designate in writing to Borrower.  In the event that any sums are received by Agent from or on behalf of Borrower after the applicable time limit set forth in this Section 2.5(a), such sums shall be treated as being received by Agent on the immediately succeeding Business Day for all purposes.

(b)                                 Payment on a Non-Business Day.  Whenever any payment to be made under the Loan Documents shall be stated to be due, or if the Maturity Date would otherwise occur, on a day which is not a Business Day, such payment shall be made, and the Maturity Date shall occur, as applicable, on the immediately succeeding Business Day.  Any such extension of time shall be included in the computation of payment of Interest (including interest at the Default Rate), fees, and Additional Interest.

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(c)                                  Default Rate.

(i)                                     Notwithstanding anything to the contrary contained herein or in another Loan Document, if an Event of Default shall have occurred and be continuing, each Loan Portion and any other sums which are due but unpaid shall bear Interest from and including the date of the occurrence of such Event of Default (after as well as before judgment) at a fluctuating rate of interest per annum equal to the Default Rate with respect to each Loan Portion and any other sums which are due but unpaid, which interest at the Default Rate shall be payable upon demand of Agent.  Interest accruing at the Default Rate shall be calculated on the basis of the actual number of days elapsed and a year of three hundred sixty (360) days.

(ii)                                  Agent’s failure to collect interest at the Default Rate at any time shall not constitute a waiver of Lenders’ right thereafter, at any time and from time to time (including upon acceleration of the Maturity Date or upon payment in full of the Loan), to collect such previously uncollected interest at the Default Rate or to collect subsequently accruing interest at the Default Rate.

(d)                                 Priority of Payments.  All payments received with respect to the Loan shall be applied on account of sums due and owing pursuant to the Notes, this Loan Agreement, the Mortgage or the other Loan Documents in the manner set forth in the Notes.

(e)                                  No Set-offs.  All sums payable by Borrower under the Notes, this Loan Agreement and the other Loan Documents shall be paid in full and without set-offs, counterclaims, deductions or withholdings of any kind except as expressly provided in Section 2.10 and Section 9.10.

(f)                                    Non-Receipt of Funds Agent.  Unless Agent shall have been notified by a Lender or Borrower (in either case, the “Payor”) prior to the date on which the Payor is to make payment to Agent of (in the case of a Lender) the proceeds of a Loan to be made by such Lender hereunder or (in the case of Borrower) a payment to Agent for account of any Lender hereunder (in either case, such payment being herein called the “Required Payment”), which notice shall be effective upon receipt, that the Payor does not intend to make the Required Payment to Agent, Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient(s) on such date; and, if the Payor has not in fact made the Required Payment to Agent, the recipient(s) of such payment shall, on demand, repay to Agent the amount so made available together with interest thereon in respect of each day during the period commencing on the date (the “Advance Date”) such amount was so made available by Agent until the date Agent recovers such amount at a rate per annum equal to (a) the Federal Funds Rate for such day in the case of payments returned to Agent by any of the Lenders or (b) the applicable interest rate due hereunder with respect to payments returned by Borrower to Agent and, if such recipient(s) shall fail promptly to make such payment, Agent shall be entitled to recover such amount, on demand, from the Payor, together with interest as aforesaid; provided that if neither the recipient(s) nor the Payor shall return or make, as the case may be, the Required Payment to Agent within three (3) Business Days of the Advance Date, then,

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retroactively to the Advance Date, the Payor and the recipient(s) shall each be obligated to pay interest on the Required Payment as follows:

(i)                                     if the Required Payment shall represent a payment to be made by Borrower to the Lenders, Borrower and the recipient(s) shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment at the Default Rate (without duplication of the obligation of Borrower under Section 2.5 to pay interest on the Required Payment at the Default Rate; it being understood that Borrower shall not be required to pay more than the late fee pursuant to Section 2.2(d) and the Default Rate on such payments), it being understood that the return by the recipient(s) of the Required Payment to Agent shall not limit such obligation of Borrower under Section 2.5 to pay interest at the Default Rate in respect of the Required Payment, and

(ii)                                  if the Required Payment shall represent proceeds of a Loan to be made by the Lenders to Borrower, the Payor and Borrower shall each be obligated retroactively to the Advance Date to pay interest in respect of the Required Payment pursuant to whichever of the rates specified in Section 2.2 is applicable to the type of such Loan, it being understood that the return by Borrower of the Required Payment to Agent shall not limit any claim Borrower may have against the Payor in respect of such Required Payment.

Section 2.6                                   Usury.  The Notes, this Loan Agreement, the Mortgage, and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the Obligations at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the maximum interest rate which Borrower is permitted by law to contract for or to agree to pay.  If by the terms of the Notes, this Loan Agreement, the Mortgage or any other Loan Document, Borrower is at any time required or obligated to pay interest at a rate in excess of such maximum rate, the rate of interest shall be deemed to be immediately reduced to such maximum rate and the interest payments in excess of such maximum rate shall be applied (without any Prepayment Fee or other premium or penalty, (for the avoidance of doubt, it is agreed that the payment of Additional Interest shall not be deemed to be a penalty or premium)) and shall be deemed to have been payments in reduction of principal.

Section 2.7                                   Interest Rate Protection Agreement.

(a)                                  Interest Rate Protection Agreement.  At or before the Closing, Borrower shall, enter into and satisfy all conditions precedent to the effectiveness of one or more Interest Rate Protection Agreements that shall collectively satisfy all of the following conditions and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect:

(i)                                     The Interest Rate Protection Agreement shall be an interest rate cap or swap, the effect of which is to protect Borrower against upward fluctuations of an Applicable Interest Rate which is LIBOR (as distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of three (3) months in excess of four percent (4%) per annum for a minimum term of four (4) years in the notional amounts corresponding to the

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then applicable principal amount of the Loan as set forth in the Required Amortization Payments attached hereto as Exhibit D,;

(ii)                                  The Interest Rate Protection Agreement shall be entered into between Borrower and (x) a Qualified Counterparty or (y) Eurohypo or Aareal or its respective Affiliate;

(iii)                               All sums payable by Borrower on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;

(iv)                              Borrower’s interest in such Interest Rate Protection Agreement, including all rights of Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent pursuant to the Mortgage and the Assignment of Agreements;

(v)                                 The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the collateral assignment of Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (iv) above pursuant to a consent substantially in the form annexed hereto as Schedule 2.7(a) or otherwise in form and content reasonably acceptable to Agent (the “Interest Rate Protection Agreement Acknowledgment”); and

(vi)                              Such Interest Rate Protection Agreement shall be reasonably satisfactory to Agent in form and content.

(b)                                 Supplemental Interest Rate Protection Agreement.  Prior to the expiration of the Interest Rate Protection Agreement described in Section 2.7(a) and each supplemental Interest Rate Protection Agreement thereafter described in this Section 2.7(b), Borrower shall enter into an Interest Rate Protection Agreement with a one year term commencing immediately after the expiration of the Interest Rate Protection Agreement described in Section 2.7(a) or such supplemental Interest Rate Protection Agreement in the notional amounts corresponding to the then applicable principal amount of the Loan as set forth in the Required Amortization Payments attached hereto as Exhibit D, the effect of which shall be to protect Borrower against, at Borrower’s election, (i) upward fluctuations of an Applicable Interest Rate which is LIBOR (as distinguished from the LIBOR Rate) applicable to a LIBOR Rate Period of three (3) months or six (6) months in excess of four percent (4%) annum or (ii) the Adjusted Debt Service Coverage Ratio from falling below 1.40:1.00 based on the most recent Compliance Certificate required to have been delivered pursuant to Section 6.1(c) or, at Borrower’s option, an updated certificate delivered by the Loan Parties in accordance with the requirements of Section 6.1(c), and in either case which otherwise satisfies the requirements of Section 2.7(a) and shall thereafter maintain such Interest Rate Protection Agreement in full force and effect throughout the term of such agreement.

(c)                                  Failure to Provide Interest Rate Protection.  In the event that Borrower breaches its obligation to maintain an Interest Rate Protection Agreement in full force and effect as set forth in Section 2.7(a) and/or Section 2.7(b) and such failure continues for ten (10)

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Business Days after Borrower’s receipt of notice from Agent, in addition to Agent’s and Lenders’ rights and remedies hereunder or under the other Loan Documents, Agent may, but shall have no obligation to, at Borrower’s sole cost and expense and on Borrower’s behalf, enter into an Interest Rate Protection Agreement as may be required pursuant to Section 2.7(a) or 2.7(b), as applicable.  In the event that Agent shall elect to enter into an Interest Rate Protection Agreement on Borrower’s behalf after the above described notice and cure period, such Interest Rate Protection Agreement, at Agent’s election, may be a Lender Interest Rate Protection Agreement; provided that such Lender Interest Rate Protection Agreement contains commercially reasonable terms consistent with an arms-length transaction comparable to the transaction which is the subject of this Loan Agreement.  Agent is hereby irrevocably appointed the true and lawful attorney of Borrower (coupled with an interest), in its name and stead, to execute such an Interest Rate Protection Agreement and all necessary documents ancillary thereto (each of which shall be in a reasonable form),  Borrower hereby ratifying and confirming all that its said attorney shall lawfully do by virtue hereof consistent with the terms hereof, provided that Agent shall not exercise such power of attorney unless Borrower has failed to enter into an Interest Rate Protection Agreement in the form and content required pursuant to Section 2.7(a) or 2.7(b), as applicable following the expiration of the ten (10) Business Day cure period set forth in this Section 2.7(c).  All sums paid and liabilities incurred by Agent pursuant to this Section 2.7 shall be paid by Borrower (and not from the proceeds of the Loan) within ten (10) days after Agent’s demand with interest at the Default Rate to the date of payment to Agent and such sums and liabilities, including such interest until paid, shall be deemed and shall constitute advances under this Loan Agreement and be evidenced by the Notes and be secured by the Security Documents.

(d)                                 Obligation of Borrower Unaffected by Interest Rate Protection Agreement.  No Interest Rate Protection Agreement shall alter, impair, restrict, limit or modify in any respect the obligation of Borrower to pay Interest or Additional Interest on the Loan, as and when the same becomes due and payable in accordance with the provisions of the Loan Documents.

(e)                                  Termination, etc. of Interest Rate Protection Agreement.  Borrower shall not terminate, modify, cancel or surrender, or consent to the termination, modification, cancellation or surrender of, any Interest Rate Protection Agreement without the prior consent of the Requisite Lenders.  Within thirty (30) days after Borrower obtains knowledge of or receipt of notice (which may be given by Agent or a Lender) of a default by the financial institution that is a party to any Interest Rate Protection Agreement, Borrower shall substitute for such defaulted Interest Rate Protection Agreement another Interest Rate Protection Agreement (to which the Person that defaulted under the defaulted Interest Rate Protection Agreement is not a party) so that, after giving effect to such substitution, Borrower is in compliance with the requirements of Section 2.7(a) or 2.7(b), as applicable.

(f)                                    Receipts from Interest Rate Protection Agreements.  All payments due to Borrower pursuant to any Interest Rate Protection Agreement, including upon any termination thereof, shall be payable to and held by Agent until repayment in full of the Obligations (other than Contingent Obligations); provided, however, that all periodic “net payments” due to Borrower so received by Agent in connection with a payment made by a counterparty to an Interest Rate Protection Agreement shall be applied by Agent on account of Interest then due and

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payable on the Loan or if no Interest is then due and payable, on account of Interest next due and payable on the Loan.  If an Event of Default occurs, Agent may, in its sole discretion, for so long as such Event of Default is continuing and in addition to any other rights and remedies hereunder, apply the amounts so held by Agent to the Loan or other amounts due by Borrower under the Loan Documents at Agent’s election.  Until such time as all Obligations (other than Contingent Obligations) have been paid in full, Borrower shall have no right to withdraw or otherwise apply any funds received by Agent on account of any Interest Rate Protection Agreement.  Such funds shall constitute additional security for the Obligations, a security interest therein being granted hereby.  In addition, upon the occurrence and continuation of an Event of Default, Agent shall have the right (but not the obligation) to secure or otherwise enter into one or more Interest Rate Protection Agreements with a Lender for and on behalf of Borrower (but only to the extent that Borrower has failed to secure such Interest Rate Protection Agreement(s) pursuant to Section 2.7(a)-(b), as applicable, and for the same term) without such action constituting a cure of such Event of Default and without waiving Agent’s or Lenders’ rights arising out of or in connection with such Event of Default.  If Agent shall enter into an Interest Rate Protection Agreement with a Lender in accordance with its right to do so pursuant to this subsection (f), then (i) the terms and provisions of any such Interest Rate Protection Agreement, including the term thereof, shall be determined by Agent in its sole and absolute discretion and (ii) Borrower shall pay all of Agent’s costs and expenses in connection therewith, including any fees charged by the applicable counterparty, attorneys’ fees and disbursements, and the cost of additional title insurance in an amount determined by Agent to be necessary to protect Agent and the Lenders from potential funding losses under any Interest Rate Protection Agreement provided by Agent.  In the event Borrower receives any sums pursuant to or in connection with any Interest Rate Protection Agreement, it shall promptly pay such sums to Agent to be held by Agent and applied to Interest which is or shall become due and payable.

(g)                                 Security.  No Interest Rate Protection Agreement shall be secured by all or any portion of the Collateral unless it is a Lender Interest Rate Protection Agreement, in which case such Lender Interest Rate Protection Agreement shall be secured by the Mortgage and other Security Documents but on a subordinated basis to the other Obligations.  Any Interest Rate Protection Agreement which is not a Lender Interest Rate Protection Agreement shall be non-recourse to Borrower.

(h)                                 Extension.  Eighteen (18) months prior to the expiration of the Interest Rate Protection Agreement described in Section 2.7(a) and six (6) months prior to the expiration of any supplemental Interest Rate Protection Agreement described in Section 2.7(b), Agent shall estimate the cost of extending the applicable Interest Rate Protection Agreement (assuming for such purpose that the Interest Rate Protection Agreement effecting such extension will be a Lender Interest Rate Protection Agreement in the form of an interest rate cap) for a further one year period (the “Cap Extension Fee”), which estimate shall be conclusive absent manifest error; provided, however, if Borrower objects to such estimate, it may, within two (2) Business Days after receipt of a notice of the amount of the Cap Extension Fee, obtain an estimate from Chatham Financial or another similar entity reasonably satisfactory to Agent and the Cap Extension Fee shall be the average of the two estimates.  Within five (5) Business Days after receipt by Borrower of a notice of the amount of the Cap Extension Fee, Borrower shall notify Agent that it elects to do one of the following:  (i) provided no Event of Default exists, have any excess cash funded immediately, on a monthly basis, into the Cap Extension Fee Reserve

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Account in an amount equal to 1/18 of the cost of the estimated cap during the term of the Interest Rate Protection Agreement described in Section 2.7(a) and 1/6 of the cost of the estimated cap during the term of any Interest Rate Protection Agreement described in Section 2.7(b); (ii) make a cash deposit into the Cap Extension Fee Reserve Account in an amount equal to the Cap Extension Fee, in which event Borrower shall deliver such cash deposit at least thirty (30) days prior to the expiration of the applicable Interest Rate Protection Agreement or (iii) deliver to Agent a Letter of Credit in an amount equal to the Cap Extension Fee, in which event Borrower shall deliver such Letter of Credit at least thirty (30) days prior to the expiration of the Interest Rate Protection Agreement.  The amounts described in clauses (i) and (ii) shall be applied to extend the applicable Interest Rate Protection Agreement, if such Interest Rate Protection Agreement is a Lender Interest Rate Protection Agreement, or to enter into a Lender Interest Rate Protection Agreement if such Interest Rate Protection Agreement is not a Lender Interest Rate Protection Agreement.  In the event option (iii) is elected by Borrower, and Borrower does not pay the cost of extending the applicable Interest Rate Protection Agreement, Agent may, but shall not be obligated to, draw on such Letter of Credit and apply the proceeds thereof to such payment.  Borrower shall be liable for any difference between the actual cost of extending the applicable Interest Rate Protection Agreement and the Cap Extension Fee.  In the event the Letter of Credit is delivered but is not drawn upon by Agent to extend the applicable Interest Rate Protection Agreement, Agent shall return such Letter of Credit to Borrower, it being understood that in the event the conditions set forth in this subsection (h) require that Borrower again deliver a Letter of Credit at a later date, that Borrower shall be obligated to do so.  In the event Borrower enters into an Interest Rate Protection Agreement in the form of a swap (as opposed to extending the Interest Rate Protection Agreement or any supplemental Interest Rate Protection Agreement in the form of a cap), at Borrower’s option, provided no Event of Default shall have occurred and be existing, the funds in the Cap Extension Fee Reserve Account shall continue to be held in such Account and credited toward the next succeeding Cap Extension Fee or returned to Borrower.

(i)                                     Downgrade.  In the event of any downgrade, withdrawal or qualification of the rating of the a Qualified Counterparty below “A” by S&P, Borrower shall replace the Interest Rate Protection Agreement with a replacement Interest Rate Protection Agreement meeting the requirements of this Section 2.7 not later than thirty (30) calendar days after learning of such downgrade, withdrawal or qualification.

(j)                                     Title Insurance.  If and to the extent that the Interest Rate Protection Agreement is secured by the Premises, Borrower shall, at its sole cost and expense, provide Agent with such commercially available additional title insurance coverage and endorsements to the title policy (or, if such additional title insurance is not available by endorsement, Borrower shall provide separate title insurance policies with respect thereto) as Agent shall reasonably require in connection with any Interest Rate Protection Agreement provided by Agent under Section 2.7(f).

(k)                                  Third Party Interest Rate Protection Agreement.  In connection with an Interest Rate Protection Agreement which is not a Lender Interest Rate Protection Agreement, Borrower shall obtain and deliver to Agent an opinion from counsel (which counsel may be in-house counsel for the Qualified Counterparty) for the Qualified Counterparty (in form reasonably

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satisfactory to Agent and upon which Agent, the Lenders and their respective successors and assigns may rely) which shall provide, in relevant part, that:

(i)                                     the Qualified Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Protection Agreement;

(ii)                                  the execution and delivery of the Interest Rate Protection Agreement by the Qualified Counterparty, and any other agreement which the Qualified Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property;

(iii)                               all consents, authorizations and approvals required for the execution and delivery by the Qualified Counterparty of the Interest Rate Protection Agreement, and any other agreement which the Qualified Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority or regulatory body is required for such execution, delivery or performance; and

(iv)                              the Interest Rate Protection Agreement, and any other agreement which the Qualified Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Qualified Counterparty and constitutes the legal, valid and binding obligation of the Qualified Counterparty, enforceable against the Qualified Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 2.8                                   Breakage.  Borrower shall pay Agent and/or Lenders, as applicable, any documented out-of-pocket loss and/or reasonable and documented out-of-pocket cost or expense (excluding lost profits) which Agent or any Lender actually sustains or incurs as a consequence of any payment or prepayment (whether voluntary or involuntary) of the Loan or any portion thereof, whether or not required by any provision of this Loan Agreement or any other Loan Document or otherwise, made and applied on account of principal on a date other than the last day of a LIBOR Rate Period (noting, for purpose of clarification, that no such sums would be incurred with respect to an Applicable Interest Rate which is a Base Rate), including any loss or expense actually sustained or incurred by any Lender(s) in obtaining, liquidating or redeploying deposits or other funds acquired by such Lender(s) to maintain or fund the Loan or any portion thereof (“Breakage Costs”).  The amount of any loss or expense for which Borrower shall pay Agent or Lenders under this Section 2.8 shall be an amount equal to the excess, if any, as reasonably determined by Agent or the applicable Lender(s), of (i) the reasonable and documented out-of-pocket cost to the applicable Lender(s) of obtaining the funds for the portion

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of the Loan being paid or prepaid for the period from the date of such payment or prepayment to the last day of the LIBOR Rate Period over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender(s) in redeploying the funds so paid or prepaid, as the case may be.  Agent’s or any Lender’s determination of any amount or amounts which Agent and/or any Lender is entitled to receive pursuant to this Section 2.8 shall be conclusive, absent manifest error.  Upon Borrower’s request, Agent or the affected Lender shall provide Borrower with a calculation of the Breakage Costs incurred setting forth such Breakage Costs in reasonable detail.  For purposes of clarification, Breakage Costs shall not be deemed to be a prepayment premium or fee.

Section 2.9                                   “Additional Interest” under Lender Interest Rate Protection Agreements.  Borrower shall pay to Agent all documented losses and all reasonable and documented out-of-pocket, costs and expenses of Agent or any Lender incurred and payable by Borrower pursuant to any Lender Interest Rate Protection Agreement, including any termination thereof, unless such Lender Interest Rate Protection Agreement has been terminated in accordance with Section 2.7(e).  In the event of the foregoing, Borrower shall pay to Agent, concurrently with any principal payment, or within such shorter period as shall be specified in any Lender Interest Rate Protection Agreement, such amount as shall equal the amount of the Additional Interest (without duplication of payments due hereunder or under the Lender Interest Rate Protection Agreement) certified (with supporting detail) by Agent (or the applicable Lender) to Borrower by reason of such event.  Failure on the part of Agent to demand payment from Borrower for any Additional Interest attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period.

Section 2.10                            No Withholdings.  All sums payable by Borrower under the Notes, this Loan Agreement and the other Loan Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all present and future taxes, levies, imposts, deductions, duties, filing and other fees or charges (collectively, “Taxes”) other than Excluded Taxes.  In the event that Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes as a result of any change in any applicable law, regulation or treaty, or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, then Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided, however, that Borrower shall not be obligated to pay such additional amounts attributable to Excluded Taxes.  In addition, Borrower shall not be obligated to pay such additional amounts on account of a specific Lender or Agent if at the time such Lender became a “Lender” hereunder or at the time Agent became the “Agent” hereunder or as a result of the failure to update a form or document described below or in Section 9.10, Borrower is required to deduct or withhold any sums solely because such Lender or Agent had a legal basis to deliver, but failed to deliver, to Borrower (a) a duly executed copy of United States Internal Revenue Service Form ▇-▇ ▇▇▇, ▇-▇ ECI or W-8 IMY and/or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender or

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Agent is entitled to receive payments hereunder or under the other Loan Documents without deduction or withholding of any United States federal income taxes, (b) a duly executed United States Internal Revenue Service Form W-9 or any successor form or any required renewal thereof and/or (c) other required form or documentation establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, Borrower was prohibited by the applicable Legal Requirements, from making any such payment free of such deductions or withholding.  Notwithstanding anything contained in this Section 2.10, in no event will any Lender’s failure to deliver any such forms, or any renewal or extension thereof, affect, postpone or relieve Borrower from any obligation to pay Interest, principal, Additional Interest and other amounts due under the Loan Documents (other than amounts due under this Section 2.10 as a result of Agent’s or a Lender’s failure to deliver such forms).  Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agent (or the applicable Lender).  A certificate as to the amount of Taxes submitted by Agent to Borrower setting forth Agent’s (or the applicable Lender’s) basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error.  Failure on the part of Agent to demand payment from Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period.

Section 2.11                            Unavailability; Illegality of LIBOR.

(a)                                  Unavailability of LIBOR.  If on any date on which Borrower seeks to establish a LIBOR Rate as the Applicable Interest Rate pursuant to Section 2.3, or if Section 2.3(d) applies, Agent reasonably and in good faith determines that (i) Dollar deposits in an amount approximately equal to the then outstanding principal amount of the Loan Portion bearing interest at a LIBOR Rate are not generally available at such time in the London interbank Eurodollar market for deposits in Eurodollars or (ii) reasonable means do not exist for ascertaining LIBOR, Agent shall promptly give notice (the “Non-Availability Notice”) of such fact to Borrower and the option to convert to or to continue the Applicable Interest Rate on such Loan Portion as a LIBOR Rate shall be suspended until such time as such condition no longer exists.  In the event that the option to elect, to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.11(a), effective upon the giving of the Non-Availability Notice, and if applicable, effective as of the first date that the three (3) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of the Non-Availability Notice (or the date that the three (3) month LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), if applicable) until the earlier to occur of:  the Maturity Date and the date that the conditions referred to in this Section 2.11(a) no longer exist.

(b)                                 Illegality.  In the event that at any time while any Loan Portion bears interest at a LIBOR Rate, any Lender determines (which determination shall be conclusive and binding on Borrower absent manifest error) that it shall become illegal for such Lender to maintain the Loan or a portion thereof on the basis of one or more LIBOR Rates, Agent shall promptly after receiving notice thereof from such Lender give notice of such fact to Borrower, and the option to elect, to convert to or to continue the Applicable Interest Rate on the applicable

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Loan Portions as a LIBOR Rate shall be suspended until such time as such condition shall no longer exist.  In the case of existing Loan Portions affected by the circumstances described in the immediately preceding sentence, the Applicable Interest Rate on such Loan Portion shall be converted automatically to the Base Rate (unless such Lender determines that such conversion is not required with respect to any existing Loan Portion) and shall be payable at the Base Rate in the same manner as provided in Section 2.11(a) until the circumstance described in the first sentence of this Section 2.11(b) no longer exists.

Section 2.12                            Increased Costs and Capital Adequacy.

(a)                                  Borrower agrees to pay to Agent, without duplication of any other amounts paid by Borrower hereunder, such additional amounts as any applicable affected Lender shall reasonably and in good faith determine will compensate such affected Lender for documented out-of-pocket costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable with respect to the Loan as a result of (1) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable new request or new directive implemented after the date hereof of any foreign or domestic Governmental Authority, central bank or comparable agency and/or (2) any change after the date hereof in any applicable law, regulation or treaty, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (i) changing the basis of taxation of payments to any Lender (other than Excluded Taxes), (ii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (whether directly, indirectly or on a portfolio wide basis) or (iii) imposing on any Lender any other condition affecting the Notes or the Loan, excluding, in each case, amounts relating to Taxes, which shall be governed solely by Section 2.10, in each case, to the extent increasing the costs incurred by any Lender in maintaining the Loan or any portion thereof.  Notwithstanding the foregoing, all requests, rules, guidelines or directions under or in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act shall be deemed not to have been the subject of any request or directive implemented or any change having occurred prior to the date hereof.  No Lender shall impose on Borrower any Additional Cost pursuant to this Section 2.12(a) unless such Lender’s imposition of such cost is reasonably allocable to the Loan and unless such Lender imposes such costs on other similarly situated borrowers to which such governmental rules apply.

(b)                                 If any Lender shall reasonably and in good faith determine that (i) any change after the date hereof in the general application of any law, rule, regulation or guideline adopted or arising out of the June 2006 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “Basel II:  International Convergence of Capital Measurement and Capital Standards:  a Revised Framework - Comprehensive Version”, or any change in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any applicable change after the date hereof in or adoption or implementation after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy (other than any rule, regulation or guideline adopted or issued after the date hereof that is consistent with any

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law in effect before the date hereof) or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any applicable request or directive regarding capital adequacy (having the force of law) of any such authority, central bank or comparable agency based on any such change, adoption or implementation, has the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such adoption, change, implementation or compliance (taking into consideration the policies of such Lender or such holding company with respect to capital adequacy), then upon notice from time to time Borrower shall, without duplication of any other amounts paid by Borrower hereunder, pay to Agent such additional amounts as will compensate such Lender for such actual reduction with respect to any portion of the Loan, if any, outstanding.  Notwithstanding the foregoing, any change based on the reports and supporting documentation of the Basel Committee on Banking Supervision of December 2009 entitled “Strengthening the Resilience of the Banking Sector” and “International Framework for Liquidity Risk Measurement, Standards and Monitoring”, in each case together with any amendments thereto, shall not be deemed to have occurred on or prior to the date hereof.  No Lender shall impose on Borrower any Additional Cost pursuant to this Section 2.12(b) unless such cost is reasonably allocable to the Loan and unless such Lender imposes such costs on other similarly situated borrowers to which such governmental rules apply.

(c)                                  Any amount payable by Borrower pursuant to Section 2.12(a) or (b) (such amounts collectively referred to as “Additional Costs”) shall be paid to Agent within ten (10) Business Days of receipt by Borrower of a certificate of Agent (or of the applicable Lender, with a copy to Agent) setting forth the amount due and Agent’s (or the applicable Lender’s) basis (with reasonable detail) for the determination of such Additional Costs, which certificate shall be sent by Agent within one hundred twenty (120) days after Agent (or the applicable Lender) obtains actual knowledge thereof.  If Agent (or the applicable Lender) fails to demand payment from Borrower for any such Additional Costs attributable to any particular period within such one hundred twenty (120) day period, Agent (or the applicable Lender) shall only be entitled to demand payment for costs incurred from and after the date that is one hundred twenty (120) days prior to the date that Agent (or the applicable Lender) actually notifies Borrower.

(d)                                 If any Lender shall reasonably and in good faith determine that the LIBOR Rate does not adequately and fully reflect such Lender’s costs of funds, then such Lender shall give prompt notice (including reasonable detail) to Borrower (with a copy to Agent) of such fact and the option to convert to or to continue the Applicable Interest Rate as a LIBOR Rate shall be suspended until such time as such condition no longer exists.  In the event that the option to convert to or to continue an Applicable Interest Rate as a LIBOR Rate shall be suspended as provided in this Section 2.12(d), effective upon the giving of such notice, and if applicable, effective as of the first date that the LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), interest on the Loan Portion for which a LIBOR Rate was to be determined shall be payable at the Base Rate, from and including the date of the giving of such notice (or the date that the LIBOR Rate Period would otherwise be in effect pursuant to Section 2.3(d), if applicable) until the earlier to occur of: the Maturity Date and the date that the conditions referred to in this Section 2.12(d) no longer exist.  No Lender shall provide notice of the suspension of the option to convert or continue the Applicable Interest Rate as a LIBOR Rate pursuant to this Section 2.12(d) unless such Lender takes similar action with respect to other

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similarly situated borrowers with respect to loans where such Lender has a contractual right to do so.

(e)                                  If any Lender (an “Affected Lender”) gives notice to Borrower of the occurrence of the circumstances described in Section 2.10, Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), Borrower may, within ninety (90) days of receipt of such notice, give written notice to Agent and to each Lender of Borrower’s intention to (y) replace the Affected Lender with an Eligible Assignee designated in such notice and otherwise reasonably acceptable to Agent (any such notice, a “Section 2.12 Replacement Notice”), or (z) from and after the Permitted Prepayment Date only, prepay the entire outstanding principal balance of the Loan, together with any Breakage Costs in connection therewith under Section 2.8, but, provided that no Event of Default shall have occurred and be continuing and provided further that Borrower shall have used commercially reasonable efforts for a period not less than ninety (90) days to replace the Affected Lender with a Replacement Lender, without any Prepayment Fee or any other prepayment premium or fee (any such notice, a “Section 2.12 Prepayment Notice”).

(f)                                    If Borrower delivers a Section 2.12 Replacement Notice, then unless the Affected Lender agrees, within ten (10) days of receipt of such Section 2.12 Replacement Notice, to waive the application of Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), as applicable, the Affected Lender shall thereafter, so long as no Event of Default exists, assign all of its rights and obligations under this Loan Agreement to a financial institution which is an Approved Assignee (the “Replacement Lender”) and the Replacement Lender shall assume all of the Affected Lender’s rights and obligations under this Loan Agreement, in each case pursuant to an agreement, substantially in the form of an Assignment and Acceptance, executed by the Affected Lender and the Replacement Lender.  In connection therewith, the Replacement Lender shall pay to the Affected Lender an amount equal to the Affected Lender’s Pro Rata Share of the outstanding principal amount of the Loan plus all interest accrued thereon, plus all other then accrued and unpaid amounts, if any, allocable to the Affected Lender.  Upon the effective date of such Assignment and Acceptance, the Replacement Lender shall become a party to this Loan Agreement and shall have all the rights and obligations of a Lender hereunder and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required.  Borrower, Agent and the Lenders shall execute such modifications to the Loan Documents as shall be reasonably required in connection with and to effectuate the foregoing.  Any Affected Lender which is replaced as a Lender under this Section 2.12(f) shall remain entitled to the benefits of this Loan Agreement, including, without limitation, this Section 2.12, in respect of the period prior to its replacement.

(g)                                 If Borrower delivers a Section 2.12 Prepayment Notice, then unless the Affected Lender agrees, within ten (10) days of receipt of such Section 2.12 Prepayment Notice, to waive the application of Section 2.11(b), Section 2.12(a), Section 2.12(b), or Section 2.12(d), Borrower shall have the right, exercisable within ninety (90) days after the end of such ten (10) day period, to prepay the entire outstanding principal balance of the Loan, together with any Breakage Costs thereon under Section 2.8, but, provided that no Event of Default shall have occurred and be continuing and provided further that Borrower shall have used commercially reasonable efforts for a period not less than ninety (90) days to replace the Affected Lender with a Replacement Lender, without a Prepayment Fee, it being agreed, however, that Borrower shall have no right to make a prepayment under this Section 2.12(g) whatsoever until the occurrence

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of the Permitted Prepayment Date.  By way of example and not limitation, if Borrower delivers a Section 2.12 Prepayment Notice on April 1, 2013, the Affected Lender would have until April 10, 2013 to decide whether or not to waive the payment of the Additional Costs in question, and Borrower would then have until July 10, 2013 (so long no Event of Default exists at the time of such prepayment) to make such a prepayment of the Loan.

Section 2.13                            Obligation to Mitigate.  Each Lender agrees that, within a reasonable period of time after the officer of such Lender having primary responsibility for administering its portion of the Loan becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments or exercise rights under Section 2.11 or 2.12, such Lender will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its portion of the Loan through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender, or invoke the rights of such Lender, pursuant to Section 2.11 or 2.12 to be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its portion of the Loan through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loan portion or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.13 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.

Section 2.14                            Fees.  Borrower shall pay to Agent all fees provided for in the Loan Fee Letter in accordance with the terms of the Loan Fee Letter.

ARTICLE III

ACCOUNTS; RESERVES; LETTERS OF CREDIT

Section 3.1                                   Cash Management.

(a)                                  The Loan Parties shall, and shall cause the Property Manager to, deposit all Gross Revenues into the Clearing Account within one (1) Business Day of receipt thereof.  Without limiting the foregoing, Loan Parties shall, and shall cause the Property Manager to, (a) deliver written instructions to all tenants under leases to deliver all rents payable thereunder directly into the Clearing Account (which instructions shall be irrevocable for so long as the Loan is outstanding), (b) deliver written instructions to credit, debit and charge card companies to deliver all payments directly to the Clearing Account (which instructions shall be irrevocable for so long as the Loan is outstanding), and (c) deposit all amounts received by Loan Parties or Property Manager constituting rents or other revenue of any kind from the Premises into the Clearing Account.  Disbursements from the Clearing Account will be made in accordance with the terms and conditions of this Agreement, the Clearing Account Agreement and the Cash Management Agreement.  Disbursements from the Operating Account will be made in accordance with the terms and conditions of this Agreement, the Operating Account Agreement and the Cash Management Agreement.  Subject to the terms and conditions of this Agreement,

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the Cash Management Agreement, the Clearing Account Agreement, and the Operating Account Agreement, Agent shall have sole dominion and control over the Cash Management Account, the Clearing Account and the Operating Account, and Loan Parties shall have no rights to make withdrawals therefrom except as provided in the Cash Management Agreement, the Clearing Account Agreement, and the Operating Account Agreement.

(b)                                 Notwithstanding anything to the contrary contained in this Loan Agreement or the other Loan Documents, and provided no Event of Default exists, Borrower’s obligations with respect to the monthly payment of interest and principal (if any) and the deposits to be made into the Accounts and any other payment due pursuant to this Loan Agreement or any other Loan Document shall be deemed satisfied to the extent sufficient amounts are deposited in the Cash Management Account and are unconditionally available to Agent (on behalf of the Lenders) to satisfy such obligations in accordance with the terms of this Loan Agreement and the Cash Management Agreement on the dates each such payment is required, regardless of whether any of such amounts are so applied by Agent.

(c)                                  The insufficiency of funds on deposit in the Clearing Account or the Cash Management Account (or any sub-account thereunder) shall not absolve Loan Parties of the obligation to make any payments as and when due pursuant to this Loan Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

Section 3.2                                   Additional Cash Collateral Account; Cash Sweep Letter of Credit.

(a)                                  Intentionally omitted.

(b)                                 Intentionally omitted.

(c)                                  Prior to the occurrence of an Event of Default and only during the existence of a Cash Sweep Condition, on or before the twentieth (20th) day of each calendar month from and after the date hereof, Loan Parties shall (or shall cause Property Manager to) deposit the Cash Collateral Payment Amount into the Additional Cash Collateral Account as additional, cash collateral for the Obligations, in the manner set forth and in accordance with the terms of the Cash Management Agreement.  Provided that no Event of Default or monetary Default shall then be continuing, amounts in the Additional Cash Collateral Account then remaining shall be disbursed to the Loan Parties, or upon the request of Borrower, applied to the Obligations, upon the termination of such Cash Sweep Condition; provided further, that, if such Cash Sweep Condition shall exist for four (4) consecutive Testing Determination Dates, then Agent, may, if directed by the Requisite Lenders, apply all or any portion of the sums then on deposit in the Additional Cash Collateral Account to the Obligations as set forth in Section 2.4(c) (or, to the extent that a Cash Sweep Letter of Credit has been delivered to Agent, draw on such Cash Sweep Letter of Credit and apply the proceeds thereof to the Obligations, in either case in such order as Agent may elect).  Any amounts not applied to the Obligations in accordance with the previous sentence after a Cash Sweep Condition shall have existed for four (4) consecutive Testing Determination Dates shall, subject to Section 3.5, be held as cash collateral for the Obligations for the remainder of the Term.  Neither the application by Agent of sums on deposit

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in the Additional Cash Collateral Account to the Obligations nor the application of proceeds of a Cash Sweep Letter of Credit to the Obligations shall be subject to payment of a Prepayment Fee.

(d)                                 If Loan Parties shall have delivered a Cash Sweep Letter of Credit to Agent so as to prevent the occurrence of a Cash Sweep Condition (in accordance with the definition of Cash Sweep Condition in Section 1.1), then, provided that no Default or Event of Default shall then be continuing, Agent shall return such Cash Sweep Letter of Credit, (i) within ten (10) Business Days after the date on which the Cash Sweep Period which would have (in Agent’s determination) commenced in the absence of the delivery of such Cash Sweep Letter of Credit would have (in Agent’s reasonable and good faith determination) ended or (ii) in any event, upon repayment of the Obligations (other than Contingent Obligations) (or with respect to a repayment of the Obligations where the Appraised Value (as set forth in an Appraisal which is not dated more than thirty (30) days prior to the date of such repayment) is less than the Obligations (other than Contingent Obligations), one hundred (100) days after such prepayment).

(e)                                  In addition, Agent shall have the rights with respect to any Cash Sweep Letter of Credit set forth in Section 3.5.

Section 3.3                                   Tenant Security Account.

(a)                                  Loan Parties shall comply with all Legal Requirements in all material respects and the applicable Lease with respect to any security given under any Lease (excluding the Ground Leases or Operating Lease).  Subject to the foregoing and if required by applicable Legal Requirements, Loan Parties shall deposit or cause to be deposited all Security Deposits under the Leases into an account with a bank or other financial institution approved by Agent (the “Tenant Security Account”) within two (2) Business Days after receipt.  Subject to the terms of the applicable Leases and Legal Requirements, Loan Parties hereby grant to Agent and Lenders a security interest in all rights of Loan Parties in and to the Tenant Security Account and all sums on deposit therein as additional security for the Obligations.

(b)                                 Loan Parties shall not withdraw any sums from the Tenant Security Account or apply any Security Deposits if an Acceleration Event is continuing, except as provided below.  Loan Parties may make withdrawals from the Tenant Security Account at any time when an Acceleration Event is continuing, provided the proceeds are (i) applied in the ordinary course of business to sums due under the applicable Lease when the terms of such Lease or applicable Legal Requirements permit the application thereof or (ii) returned to the applicable Lessee pursuant to Legal Requirements or the terms of the applicable Lease which require Loan Parties to return such Security Deposit.  If an Acceleration Event is continuing, neither Loan Parties nor any other Person shall have any right to, and each Loan Party covenants that it shall not, withdraw any amounts from the Tenant Security Account or apply any Security Deposits, except as may be approved by Agent or as may be required by the terms of the applicable Lease or by Legal Requirements.  If, during the continuance of an Acceleration Event, either Loan Party is required pursuant to the terms of the applicable Lease or applicable Legal Requirements to return any Security Deposit to the applicable Lessee, such Loan Party shall deliver a notice to Agent certifying same and stating the reason therefor.  Agent shall promptly, at Agent’s option and at such Loan Party’s sole cost and expense, either permit such Loan Party

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to return the Security Deposit to the applicable Lessee or, if Agent elects, cause such Security Deposit to be returned directly to the applicable Lessee.

(c)                                  Within ten (10) Business Days of Agent’s request therefor during the continuance of an Event of Default, Loan Parties shall transfer (to the extent transferable) to the name of Agent and deliver to Agent all original Lease Letters of Credit obtained by Loan Parties promptly after receipt of same, together with reasonable evidence that all fees payable to the issuer on account of such assignment and transfer have been paid.  Subject to the terms of the applicable Lease and Legal Requirements, each Loan Party hereby grants to Agent and Lenders a security interest in all rights of Loan Parties in and to all Lease Letters of Credit, including all proceeds thereof, as additional security for the Obligations.  In addition to all other rights and remedies of Agent and Lenders, Agent may, and to the extent necessary in order to do so, each Loan Party hereby grants to Agent an irrevocable power of attorney, coupled with an interest, and Agent shall be entitled to act pursuant to such power following an Event of Default that shall have occurred and be continuing by reason of a failure to comply with the terms of this Section 3.3, solely to draw upon or otherwise realize on each such Lease Letters of Credit in accordance with its terms, applicable Legal Requirements and those of the applicable Lease.

(d)                                 If a Loan Party is entitled to make a drawing on any Lease Letter of Credit which is being held by Agent in accordance with Section 3.3(c) above under the terms of the applicable Lease, Lease Letter of Credit or Legal Requirements, Agent shall, at such Loan Party’s sole cost and expense, re-transfer such Lease Letter of Credit to such Loan Party in trust for the benefit of Agent and subject to Agent’s security interest, provided that such Loan Party delivers to Agent a written request certifying that such Loan Party is entitled to draw on the applicable Lease Letter of Credit, and indicating the applicable Lease and Lease Letter of Credit, the amount of the draw and the reasons for such draw.  Loan Parties shall hold any such Lease Letter of Credit solely for the purpose of drawing or realizing thereon in accordance with the provisions of the applicable Lease or Lease Letter of Credit and Legal Requirements and, during the continuance of an Event of Default, shall promptly remit the proceeds of any such drawing to Agent and Agent shall apply the same in reduction of the Obligations in such order as Agent shall elect, unless the drawing is being made to liquidate any Lease Letter of Credit because the issuer thereof has elected to cancel or not to renew same or for any other reason not arising from a default by the Lessee in which case the applicable Loan Party shall deposit such proceeds in the Tenant Security Account.  The original of any Lease Letters of Credit (to the extent not fully drawn) delivered to Loan Parties under this Section 3.3(d) shall be promptly re-assigned, transferred (to the extent transferrable) and re-delivered to Agent following Loan Parties’ draw on same.  If either Loan Party is required by the terms of the applicable Lease or applicable Legal Requirements to return any Lease Letter of Credit to the Lessee, Agent shall, at such Loan Party’s sole cost and expense, re-assign and transfer (to the extent transferable) and deliver possession of such original Lease Letter of Credit to such Loan Party provided such Loan Party delivers to Agent a written request for same, certifying the foregoing and indicating the applicable Lease and Lease Letter of Credit and the reasons for such return.  Upon a Loan Party’s receipt, such Loan Party shall promptly return the same to the applicable Lessee.  At Agent’s election and at such Loan Party’s sole cost and expense, instead of delivering such Lease Letter of Credit to such Loan Party, Agent may timely return same to the applicable Lessee.  If a Lease permits a Lessee to re-post a new Lease Letter of Credit, or to amend an existing Lease Letter of Credit, Agent will permit same and cooperate with such Loan Party to effect same, at

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such Loan Party’s sole cost and expense, provided that such new or amended Lease Letter of Credit names Agent as a beneficiary thereunder for so long as the Loan is outstanding.  In addition to complying the requirements set forth in Section 6.10, in the event any Lease entered into after the date hereof permits the tenant thereunder to post a Lease Letter of Credit, such Lease Letter of Credit shall name Agent as beneficiary thereunder for so long as the Loan is outstanding.

Section 3.4                                   Capital/FF&E Reserve Account/Funding the Capital/FF&E Reserve Account.

(a)                                  Deposits.  On each Payment Date (other than during a Hotel Rebranding) Loan Parties shall, or shall cause Property Manager to, deposit the Capital/FF&E Reserve Amount for the month prior to the immediately preceding calendar month in an interest-bearing account (the “Capital/FF&E Reserve Account”) as more particularly set forth in the Cash Management Agreement.  All amounts deposited into the Capital/FF&E Reserve Account (the “Capital/FF&E Reserve Funds”) by or on account of Loan Parties shall be held and applied in accordance with the terms of this Loan Agreement and the Cash Management Agreement.  Subject to the restrictions on disbursements from the Capital/FF&E Reserve Account contained in this Section 3.4, any interest the Capital/FF&E Reserve Funds shall accrue for the benefit of Loan Parties and may be used by Loan Parties for the payment of Capital/FF&E Expenditures pursuant to Section 3.4(b) hereof.

(b)                                 Disbursements.  Agent shall cause the Depository Bank to transfer the Capital/FF&E Reserve Funds to Borrower’s account to pay for Capital/FF&E Expenditures (provided that, during a Cash Sweep Condition (except in the case of an emergency), Loan Parties (or Property Manager) shall not make more than one withdrawal in any calendar month), subject to satisfaction of the following conditions:

(i)                                     at the time of making of such request and at the time a withdrawal is to be made, no Event of Default shall have occurred and be continuing;

(ii)                                  the Capital/FF&E Expenditures that are the subject of the disbursement request were identified in an Approved Capital/FF&E Expenditures Budget or are otherwise approved in writing by Agent (which approval shall not be unreasonably withheld, conditioned or delayed), except with respect to Capital/FF&E Expenditures made on account of an emergency as reasonably determined by Loan Parties; and

(iii)                               except in the case of an emergency as reasonably determined by Loan Parties, Loan Parties (or Property Manager) shall have delivered to Agent a written request for the withdrawal at least ten (10) Business Days prior to the date requested for the withdrawal, which shall include a certificate of a duly authorized officer of Loan Parties (x) certifying as to the matters set forth in the preceding clauses (i) through (ii) above, (y) attaching invoices or bills for the payment of the Capital/FF&E Expenditures which are the subject of such withdrawal request, and (z) stating the total amount of the requested withdrawal.

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Except in the case of an emergency as reasonably determined by Loan Parties, Agent shall not be required to make disbursements from the Capital/FF&E Expenditures Account unless such requested disbursement is in an amount greater than $25,000 (or a lesser amount if the total amount in the Capital/FF&E Expenditures is less than $25,000, in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 3.4.

Section 3.5            Security Interest in Accounts.  Loan Parties hereby grant to Agent a security interest in all rights of Loan Parties in and to the Reserve Funds and the Accounts and all sums on deposit therein.  Loan Parties shall cause all banks or financial institutions other than Agent which are holding any Account to execute and deliver to Agent account control agreements with respect to such Reserve Funds and Accounts in form and substance satisfactory to Agent.  Subject to the rights of Loan Parties (or Property Manager) expressly set forth herein to make withdrawals from the Accounts, and subject to the Manager SNDA, Loan Parties hereby acknowledge and agree that Agent shall have sole dominion and control of the Accounts as more particularly described in the Clearing Account Agreement and the Cash Management Agreement.  Loan Parties shall not close any Account without obtaining the prior written consent of Agent, or to the extent that such closed Account is not immediately replaced with another Account which shall be subject to a security interest in favor of Agent, the Requisite Lenders.  Loan Parties shall not open any Account other than the Accounts open as of the Closing Date (whether in substitution of another Account or otherwise) (a) without delivering to Agent at least ten (10) Business Days prior notice of Loan Parties’ intention to open a new Account and (b) unless, (i) the bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and (ii) prior to the opening of such Account, Loan Parties shall have delivered to Agent an account control agreement with respect to such Account in form and substance satisfactory to Agent.  Loan Parties shall maintain the Accounts and shall pay all fees and charges payable to the depository bank with respect thereto when due, and shall keep in full force and effect the Clearing Account Agreement and the Cash Management Agreement with respect thereto.  All interest earned on amounts deposited in any Accounts shall be re-deposited therein and become part thereof.  No funds in any Account may be commingled with any other funds of Loan Parties, Property Manager, any Affiliate of Loan Parties or Property Manager or with any other Person or with any funds contained in any other Account; provided, that, the funds in any Account held by Agent, may be commingled with the general funds of Agent.  Agent shall not be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to any Account as a result of the exercise by Agent of any of its rights, remedies or obligations under any of the Loan Documents.  All sums held in the Accounts shall constitute additional security for the Obligations.  At any time following the occurrence and during the continuance of an Event of Default, Agent may (at the direction of the Requisite Lenders) apply such sums (except with respect to the Tenant Security Account) as set forth in Section 7.5, subject to the Manager SNDA.

Section 3.6            Letters of Credit.

(a)           Each Letter of Credit (other than a Lease Letter of Credit) delivered to Agent in accordance with this Loan Agreement shall be held by Agent subject to the terms and conditions of this Loan Agreement and this Section 3.6.

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(b)           Neither Loan Parties nor the applicant/obligor under any Letter of Credit shall be entitled to draw upon any such Letter of Credit.  If a Loan Party shall, at any time, receive notice that the bank issuing such Letter of Credit has ceased to be an Approved Bank, such Loan Party shall within twenty (20) Business Days after receipt of such notice replace such Letter of Credit with another Letter of Credit in the same amount as the replaced Letter of Credit, which new Letter of Credit shall be issued by a bank that is an Approved Bank.  Agent shall reasonably cooperate with Loan Parties to cause any such Letter of Credit to be cancelled timely so that any collateral securing such Letter of Credit may be used to issue the replacement Letter of Credit.

(c)           Each Letter of Credit delivered by or on behalf of a Loan Party under this Loan Agreement shall be additional security for the payment of the Obligations so long as such Letter of Credit continues to be held by Agent in accordance with this Loan Agreement.  Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right, at its option, to draw on any such Letter of Credit and to apply the proceeds thereof to payment of the Obligations in such order, proportion or priority as Agent may determine.  Any such application to the Obligations (i) which occurs prior to the Permitted Prepayment Date shall be subject to the Spread Maintenance Premium and (ii) which occurs on or after the Permitted Prepayment Date shall be subject to the Prepayment Fee, to the extent of the principal reduction and further, with respect to clause (ii), only to the extent that in such circumstances the Prepayment Fee would otherwise be payable under the terms of this Loan Agreement.  Each Letter of Credit not previously returned to a Loan Party in accordance with the terms of this Loan Agreement shall be returned to such Loan Party promptly after repayment of the Obligations (other than Contingent Obligations), (or with respect to a repayment of the Obligations where the Appraised Value (as set forth in an Appraisal which is not dated more than thirty (30) days prior to the date of such repayment) is less than the Obligations (other than Contingent Obligations), one hundred (100) days after such prepayment).

(d)           In addition to any other right Agent may have to draw upon a Letter of Credit pursuant to the terms and conditions of this Loan Agreement, Agent shall have the additional rights to draw in full any Letter of Credit (unless such Letter of Credit is required to be re-delivered to a Loan Party under the other terms of this Loan Agreement):  (i) with respect to any evergreen Letter of Credit, if Agent has received a notice from the issuing bank that such Letter of Credit will not be renewed and a substitute Letter of Credit is not provided at least ten (10) days prior to the date on which such Letter of Credit is scheduled to expire; (ii) with respect to any Letter of Credit with a stated expiration date, if Agent has not received a notice from the issuing bank that it has renewed such Letter of Credit at least ten (10) days prior to the date on which such Letter of Credit is scheduled to expire and a substitute Letter of Credit is not provided at least ten (10) days prior to the date on which such outstanding Letter of Credit is scheduled to expire; (iii) upon receipt of notice from the issuing bank that any Letter of Credit will be terminated and has not been replaced within ten (10) days of such notice; (iv) if Agent has received notice that the bank issuing such Letter of Credit shall cease to be an Approved Bank and Loan Parties shall not have replaced such Letter of Credit with a Letter of Credit issued by an Approved Bank within twenty (20) Business Days after notice thereof; or (v) if either Loan Party shall become a debtor in a Bankruptcy Proceeding within ninety (90) days after the prepayment of all or any portion of the Loan.  Notwithstanding anything to the contrary contained in the above, Agent is not obligated to draw any Letter of Credit upon the happening

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of an event specified in (i), (ii), (iii), (iv) or (v) above and shall not be liable for any losses sustained by Loan Parties due to the insolvency of the bank issuing any Letter of Credit if Agent has not drawn such Letter of Credit.

(e)           This Section 3.6 shall not apply or govern with respect to any Lease Letters of Credit.

Section 3.7            Real Estate Tax and Insurance Reserve Fund.

(a)           Deposits.  On the Closing Date, Borrower shall deposit $2,069,284.25 with Agent, which amount shall be deposited by Agent in the Tax and Insurance Reserve Account.  In addition, on each Payment Date, Borrower shall deposit with Agent, for deposit in the Tax and Insurance Reserve Account, (i) a monthly amount, as determined by Agent, which will be sufficient to accumulate with Agent thirty (30) days prior to each due date therefor sufficient funds to pay all real estate taxes which Agent estimates will be payable during the next ensuing twelve (12) months, and (ii) a monthly amount, as determined by Agent, which will be sufficient to accumulate with Agent thirty (30) days prior to the expiration of the insurance policies which Agent estimates will be payable for the renewal of the coverage afforded by the insurance policies during the next ensuing twelve (12) months (said amounts in clauses (i) and (ii) above, together with the amount set forth in the first sentence of this Section 3.7(a), being, collectively, the “Tax and Insurance Reserve Fund”).  If at any time Agent reasonably determines that the Tax and Insurance Reserve Fund is not or will not be sufficient to pay real estate taxes and insurance premiums by the dates set forth in clauses (i) and (ii) above, Agent shall notify Borrower of such determination and Borrower shall increase its monthly payments to Agent by the amount that Agent estimates is sufficient to make up the deficiency thirty (30) days prior to delinquency of the real estate taxes and/or thirty (30) days prior to expiration of the insurance policies, as the case may be.

(b)           Disbursements.  Borrower shall furnish Agent with (i) bills for the charges for which such deposits are required and (ii) a disbursement request (in a form reasonably satisfactory to Agent), executed by an authorized officer of Borrower, at least thirty (30) days prior to the “total amount due by” date as stated on the New York City Finance Quarterly Statement of Account.  Provided that no Event of Default exists, Agent will, or will direct the Depository Bank to, apply the Tax and Insurance Reserve Fund to payments of insurance premiums and real estate taxes required to be made by Borrower pursuant to Sections 6.6 and 6.11, respectively, and under the Mortgage but not, in any event, earlier than ten (10) days prior to the due dates thereof.  In making any payment relating to the Tax and Insurance Reserve Fund, Agent or the Depository Bank may do so according to any ▇▇▇▇, statement or estimate procured from the appropriate public office (with respect to real estate taxes) or insurer or agent (with respect to insurance premiums), without inquiry into the accuracy of such ▇▇▇▇, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof unless said ▇▇▇▇, statement or estimate is obviously incorrect.  If the amount of the Tax and Insurance Reserve Fund shall exceed the amounts due for real estate taxes and insurance premiums pursuant to Sections 6.6 and 6.11, respectively, Agent shall either return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance

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Reserve Fund.  Provided that on the date that said real estate taxes are due and payable, no Event of Default exists and sufficient funds are on deposit in the Tax and Insurance Reserve Fund to pay real estate taxes, Borrower shall not be liable to pay and shall not be charged with any late charges, interest and/or penalties imposed by or payable to any Governmental Authority as a result of Agent’s or the Depository Bank’s failure to pay real estate taxes prior to the date that same become delinquent.

(c)           Notwithstanding the foregoing, Agent shall not require monthly deposits for insurance in accordance with subsection (a) above during any time in which (i) no Event of Default exists; and (ii) Borrower provides Agent with paid receipts and/or other evidence reasonably satisfactory to Agent that all such insurance premiums have been fully and timely paid, to the extent the required insurance is carried under blanket policies, which blanket policies are in form and substance satisfactory to Agent.

ARTICLE IV

CONDITIONS PRECEDENT TO THE
EFFECTIVENESS OF THIS LOAN AGREEMENT

This Loan Agreement shall not be effective until Agent’s receipt, review and approval and/or confirmation of the following, at Loan Parties’ cost and expenses, each in form and content satisfactory to Agent in their reasonable discretion, except to the extent that Agent may elect (which election may be made without written or express notice of such waiver) to irrevocably waive any such conditions:

1.             The representations and warranties made by the Loan Parties and Guarantor in the Loan Documents and in any certificate, document, or financial or other statement furnished by Loan Parties or Guarantor pursuant to or in connection therewith, shall be true and correct in all material respects on and as of the Closing Date.

2.             The Loan Documents and all other documents, agreements (including the Interest Rate Protection Agreement), instruments, certificates and other items which are expressly required under the Loan Documents or Agent shall otherwise require, each of which shall be dated as of the Closing Date, unless otherwise expressly stated (all of which shall be in such form, substance and content as Agent shall require), executed by Borrower, Operating Lessee, Guarantor, as applicable.

3.             Payment to Agent (on behalf of the Lenders) of the commitment fee of $2,250,000 in cash or by wire transfer of immediately available funds.

4.             An ALTA (or equivalent) mortgagee policy of title insurance in the maximum amount of the Loan, with reinsurance and endorsements as Agent may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Agent, and insuring that the Mortgage is a first-priority Lien on the Premises and related collateral.  Without limitation, such policy shall (a) be in the 1970 ALTA (revised 10-17-84) form or, if not available, ALTA 1992 form (deleting arbitration and creditors’ rights, if permissible) or, if not available, the form commonly used in the state where the property is located, insuring Agent (on behalf of the Lenders) or/ and its successors and assigns; and (b) include the following endorsements and/or affirmative coverages, if available in the State where the Land is located:

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(1) Comprehensive endorsement, (2) Survey, (3) Zoning (with additional coverage for number and type of parking spaces), (4) Usury, (5) Doing Business, (6) Access, (7) Separate Tax Lot, (8) Environmental Protection Lien,  (9) Subdivision, (10) Contiguity, (11) Tax Deed (as applicable), and (12) Mortgage Recording Tax (as applicable), and such endorsements and/or affirmative coverages as Agent may require in its sole and absolute discretion.

5.             All documents evidencing the formation, organization, valid existence, good standing, and due authorization of and for Loan Parties and Guarantor for the execution, delivery, and performance of the Loan Documents by Loan Parties and Guarantor.

6.             Legal opinions issued by counsel for Loan Parties and Guarantor, opining as to the due organization, valid existence and good standing of Loan Parties and Guarantor, and the due authorization, execution, delivery, enforceability and validity of the Loan Documents with respect to, Loan Parties and Guarantor; that the Loan, as reflected in the Loan Documents, is not usurious; and as to such other matters as Agent and Agent’s counsel reasonably may specify.

7.             Current Uniform Commercial Code searches, and litigation, bankruptcy and judgment reports as requested by Agent, with respect to Guarantor, Loan Parties, Loan Parties’ partners and members, and principals, and the immediately preceding owner of the Premises.

8.             Evidence of insurance as required by this Loam Agreement, and conforming in all respects to the requirements of Agent.

9.             A current ALTA survey of the Premises, dated or updated to a date not earlier than thirty (30) days prior to the date hereof, certified to Agent (on behalf of the Lenders) and the Title Company, prepared by a licensed surveyor acceptable to Agent and the Title Company, and conforming to Agent’s current standard survey requirements, which may include certification to additional participants, co-lenders and/or investors.  Without limitation, the minimum requirements for the survey shall be as set forth in the 2011 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, “Urban Survey” classification, with the following additional items from Table A, “Optional Survey Responsibilities and Specifications”: “3” (flood zone designation), “4” (land area), “6” (zoning classification, setbacks, height and bulk restrictions), “7” (exterior dimensions), “8” (other visible improvements), “9” (parking areas), “10” (access to public way, driveway and curb cuts), “11” (utilities), “13” (adjoining owners), “16” (observations regarding building construction), “18” (observations regarding site use) and “21” (professional liability insurance of surveyor).

10.           A current engineering report or architect’s certificate with respect to the Premises, covering, among other matters, inspection of heating and cooling systems, roof and structural details, showing no failure of compliance with building plans and specifications, applicable legal requirements (including requirements of the Americans with Disabilities Act) and fire, safety and health standards and reviewing and approving, among other matters, soil tests, plans and specifications (including heating, ventilation and cooling systems, roof and structural details, mechanical and electrical systems), and compliance with local, state or federal laws, regulations, codes, etc., and containing a declaration satisfactory to Agent that there will be

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no asbestos in the Premises.  The engineer/architect preparing such report or certificate must be satisfied that the Premises is in compliance with fire, safety and health standards which such engineer/architect deems reasonable, in addition to standards imposed by law, regulation or codes.

11.           A current an environmental engineering report for the Premises prepared by an engineer engaged by Agent at Loan Parties’ expense, and in a manner satisfactory to Agent, based upon an investigation relating to and making appropriate inquiries concerning the existence of hazardous materials on or about the Premises, and the past or present discharge, disposal, release or escape of any such substances, all consistent with good customary and commercial practice, and if necessary, a current Phase II.

12.           All appraisals, environmental reports and building condition reports delivered to Agent prior to the execution of this Loan Agreement shall be certified to Agent (on behalf of the Lenders and their successors and assigns) without modification or change thereto in the form reasonably requested by Agent which may include certification to additional participants, co-lenders and/or investors.

13.           A current rent roll of the Premises, certified by Loan Parties.  Such rent roll shall include the following information: (a) tenant names; (b) unit/suite numbers; (c) area of each demised premises and total area of the Premises (stated in net rentable square feet); (d) rental rate (including escalations) (stated in gross amount and in amount per net rentable square foot per year); (e) lease term (commencement, expiration and renewal options); (f) expense pass-throughs; (g) cancellation/termination provisions; (h) security deposit; and (i) material operating covenants and co-tenancy clauses.  In addition, Loan Parties shall provide Agent, at Agent’s request, true and correct copies of all leases of the Premises.

14.           A copy of the Ground Leases, the Operating Agreement, the Management Agreement, and the Hotel Franchise Agreement, certified by Loan Parties as being true, correct and complete.

15.           The Ground Lease estoppels, the Manager SNDA and the “comfort letter.”

16.           Borrower’s deposit into the applicable Reserve Account of the amount required by Agent to impound for taxes and assessments under Article 3 and to fund any other required escrows or reserves.

17.           Evidence reasonably acceptable to Agent that (a) the Premises and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required by any Governmental Authority have been issued without variance or condition, (b) following any casualty, the improvements which form a part of the Premises may be reconstructed and the current use thereof restored, and (c) that there is no litigation, action, citation, injunctive proceedings, or like matter pending or threatened with respect to the validity of such matters.

18.           No change shall have occurred in the financial condition of either Loan Party or Guarantor or in the Net Operating Income of the Premises, or in the financial condition of any major or anchor tenant, which would have, in Agent’s or any Lender’s reasonable

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judgment, a Material Adverse Effect.  Further, there shall not exist any material default (taking into account applicable notice and cure periods) by Loan Parties or any principal in Loan Parties (or any entity owned or controlled by any of them) under any loan, financing or similar arrangement with any lender.

19.           No condemnation or adverse zoning or usage change proceeding shall have occurred or shall have been threatened in writing by the applicable Governmental Authority against the Premises; the Premises shall not have suffered any material damage by fire or other casualty which has not been repaired; no structural change to the Premises shall have occurred or to any of the Improvements thereon except as previously disclosed to Agent in any writing with respect to any ongoing construction or repair work; no law, regulation, ordinance, moratorium, injunctive proceeding, restriction, litigation, action, citation or similar proceeding or matter shall have been enacted, adopted, or threatened by any third party or Governmental Authority, in any of the foregoing cases in this subparagraph 19, which would have, in Agent’s or any Lender’s reasonable judgment, a Material Adverse Effect.

20.           The Adjusted Debt Service Coverage Ratio shall not be less than 1.357:1.00.

21.           The Loan-to-Value Ratio shall not exceed sixty-five percent (65%).

22.           Evidence of equity contribution to the Premises by Borrower of no less than $150,000,000 which shall have been invested as a cash contribution by Borrower.

23.           [Intentionally omitted.]

24.           The sources and uses budget showing total costs relating to closing of the proposed transaction, all uses of the initial advance, and amounts allocated for future advances (if any).

25.           Payment of Agent’s reasonable costs and expenses in underwriting, documenting, and closing the transaction, including reasonable fees and expenses of Agent’s inspecting engineers, consultants, and outside counsel.

26.           Estoppel certificates from Intercity, MC Networks, The Body Shop, ▇▇▇▇▇ Fargo, Grayline Concierge and Hilton Resort Corporate and subordination, non-disturbance and attornment agreements from Intercity, MC Networks and The Body Shop.

27.           Service contracts, licenses and permits, applicable to the operation or use of the Premises.

28.           [Intentionally omitted.]

29.           [Intentionally omitted.]

30.           [Intentionally omitted.]

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31.           Evidence satisfactory to Agent of compliance with all applicable zoning, which evidence shall consist of a PZR Report (or similar product from a zoning consultant acceptable to Agent).

32.           A certified organizational chart showing all beneficial ownership interests in the Loan Parties and Guarantor.

33.           [Intentionally omitted.]

34.           Operating Budgets for the past three (3) years and other cash flow projections for the Property as previously approved by Agent.

35.           An opening Balance Sheet for Borrower.

36.           Satisfactory financial review and background checks (including such background checks as deemed necessary by Agent and Lenders to comply with the Patriot Act) of Loan Parties and Guarantor, including, for each of the above parties, such information described in the “Notification Provided to Eurohypo Borrowers/Clients Requesting Information to Verify Their Identities” provided to Borrower prior to closing.

37.           Payment of any unpaid real estate taxes and assessments for the Premises or any portion thereof due and payable as of the closing of this transaction.

38.           ROFO Certification executed by Whitehall Street Global Real Estate Limited Partnership ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Global Employee Fund 2005, L.P. and ▇▇▇▇ ▇▇▇▇▇▇▇▇ Hotel Investor LLC (which, with respect to ▇▇▇▇ ▇▇▇▇▇▇▇▇ Hotel Investor LLC, may be incorporated in the Managers SNDA).

39.           Such other documents or items as Agent or its counsel reasonably may require.

The conditions precedent in this Article IV shall be deemed satisfied or waived upon the authorization of Agent and Lenders to release the Loan proceeds from the closing escrow established among Agent, Loan Parties and the Title Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

To induce Lenders to make the Loan and to induce Lenders and Agent to enter into this Loan Agreement and to perform Lenders’ and Agent’s obligations hereunder, Loan Parties hereby represent and warrant to Agent and Lenders as follows as of the date hereof (which representations and warranties shall survive (but shall not be re-made or deemed to be made or re-made after the date hereof) the execution and delivery of this Loan Agreement and the other Loan Documents, regardless of any investigation made by Agent or Lenders or on its or their behalf), except to the extent (if any) disclosed on Schedule 5 hereto with reference to a specific Section of this Article V:

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Section 5.1            Due Organization.  Each Loan Party is duly organized and validly existing under the laws of the state of its formation and duly qualified to do business in the state where the Premises are located.  Each Loan Party has all necessary limited liability company power and authority to own or lease the Mortgaged Property and to conduct its business as presently conducted and to enter into and perform its obligations under this Loan Agreement and the other Loan Documents to which it is a party, and all other agreements and instruments to be executed by Loan Parties, in connection herewith and therewith.  Attached to the Loan Parties’ Certificate is a true and correct organizational chart of Loan Parties as of the Closing Date.

Section 5.2            Due Execution.  This Loan Agreement and the other Loan Documents to which each Loan Party is a party have been duly executed and delivered, and all necessary actions have been taken to authorize each Loan Party to perform its obligations hereunder and thereunder.

Section 5.3            Enforceability.  This Loan Agreement and the other Loan Documents to which each Loan Party is a party constitute legal, valid and binding obligations of each Loan Party, subject to principles of equity, bankruptcy, insolvency and other laws generally affecting creditors’ rights and enforcement of debtors’ obligations.

Section 5.4            No Violation.  The consummation of the transactions herein contemplated, the execution and delivery of this Loan Agreement, the other Loan Documents to which each Loan Party is a party, and all other agreements and instruments to be executed by each Loan Party in connection herewith and therewith, and the performance by each Loan Party of its obligations hereunder and thereunder, do not and will not (a) violate any Legal Requirement currently in effect, (b) result in a breach of any of the terms, conditions or provisions of, or constitute a default under any mortgage, deed of trust, indenture, agreement, permit, franchise, license, note or instrument to which each Loan Party is a party or by which it or any of its properties is bound to the extent that any such breach is reasonably likely to result in a Material Adverse Effect, (c) result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the assets of either Loan Party or any Guarantor (except as contemplated by this Loan Agreement and by the other Loan Documents) or (d) violate any provision of any organizational documents of either Loan Party.  Neither Loan Party is in default with respect to any Legal Requirement currently in effect relating to its formation or organization.

Section 5.5            No Litigation.  There are no actions, suits or proceedings at law or in equity or before or instituted by any Governmental Authority pending to which each Loan Party or any Guarantor is a party, or, to either Loan Party’s actual knowledge, threatened (in writing), against or affecting either Loan Party, Guarantor, the Premises, the Collateral or any material part thereof (including any condemnation or eminent domain proceeding against the Premises, or any part thereof) which is reasonably likely to result in a Material Adverse Effect.

Section 5.6            No Default or Event of Default.  No Default or Event of Default has occurred and is continuing.

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Section 5.7            Offsets, Defenses, Etc.  Neither Loan Party has an offsets, defenses or counterclaims against its obligations under the Loan Documents as of the Closing Date, any and all such offsets, defenses and counterclaims, if any, being waived by Loan Parties.

Section 5.8            Consents.  All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or other actions with respect to or by, any Governmental Authorities or any party to any Permitted Encumbrance that are required in connection with the valid execution, delivery and performance by Loan Parties of this Loan Agreement and the other Loan Documents have been obtained and are in full force and effect.

Section 5.9            Financial Statements and Other Information.  All statements of financial condition and related schedules of Loan Parties and Guarantor heretofore delivered to Agent or any Lender (when taken together) are true, correct and complete in all material respects, fairly present the financial conditions of the subjects thereof as of the respective dates thereof and have been prepared in accordance with Applicable Accounting Standards.  No material adverse change has occurred in the financial conditions reflected in the most recent of the aforesaid statements of financial condition and related schedules since the respective dates thereof.  Neither the aforesaid statements of financial condition and related schedules nor any written certificate, statement, document or information furnished to Agent, any Lender, Agent’s Counsel or to any other Person at the request of Agent or any Lender by or on behalf of Loan Parties or any Affiliate of Loan Parties in connection with or related to the transactions contemplated hereby, when taken together, nor any representation nor warranty in this Loan Agreement or any other Loan Document, when taken together, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not materially misleading in light of the circumstances under which it was furnished.  Notwithstanding anything herein to the contrary, no representation or warranty is made with respect to any projections made by or on behalf of Loan Parties or Property Manager in respect of the Premises, Loan Parties or any Guarantor other than that such projections have been made by Loan Parties in good faith.

Section 5.10         Full Disclosure.  To Loan Parties’ actual knowledge, there is no material fact pertaining to Loan Parties, Guarantor, the Premises or the Collateral known to Loan Parties that Loan Parties have not disclosed to or is not known by Agent that is reasonably likely to result in a Material Adverse Effect.

Section 5.11         Accounts.  All Accounts of Loan Parties or of any other Person, held on behalf of or for the benefit of Loan Parties which are required to be established pursuant to this Loan Agreement or any other Loan Document and which are not held at or by Agent, including the account number of each Account and the name and address of the financial institution at which each Account is held, are as set forth on Schedule 5.11 attached hereto.  Loan Parties have no other Accounts except those held at Agent and those set forth on said schedule.

Section 5.12         Indebtedness.  Loan Parties are not currently indebted or in contract for any Indebtedness, and are not otherwise liable in respect of any Indebtedness, other than Permitted Indebtedness and are not holding out their credit as being available to satisfy the obligations of any other Person.

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Section 5.13         Insurance Policies.  The Insurance Policies required to be maintained pursuant to this Loan Agreement are in full force and effect.

Section 5.14         Availability of Utilities and Access. All utility services and facilities necessary for the current operation, use and occupancy of the Premises are available at the boundaries of the Premises, including water supply, storm and sanitary sewer facilities, gas and electric and telephone facilities.  The Premises have direct physical access to and from at least one public road.

Section 5.15         No Liens.  Except for the Loan Documents and Permitted Encumbrances, Loan Parties have not made, assumed or been assigned any contract or arrangement of any kind, the performance of which by the other party thereto would give rise to a Lien against all or any portion of the Collateral.  There exists no Lien on any direct or, with respect to holders of indirect interests equal to or greater than twenty percent (20%), indirect equity or beneficial interest in Loan Parties, other than to the extent of Liens which constitute Permitted Encumbrances and/or Permitted Transfers.

Section 5.16         Compliance with Legal Requirements.  The Legal Requirements, including zoning ordinances and regulations, permit the current operation, use and occupancy of the Premises in all material respects.  All Operating Permits for the existing use and operation of the Premises have been obtained and are in full force and effect, except those Operating Permits (if any) the failure of which to possess would not be reasonably likely to result in a Material Adverse Effect and all conditions to the continued effectiveness of such permits have been satisfied in all material respects, except to the extent that the failure to comply is not reasonably likely to have a Material Adverse Effect.  There are no pending or, to Loan Parties’ actual knowledge, threatened (in writing) actions, suits or proceedings to revoke, attach, invalidate, rescind or modify the ordinances and regulations currently in effect and to which the Premises or any of the Operating Permits as currently existing are subject, in each case, to the extent that any such revocation, attachment, invalidation, rescission or modification is reasonably likely to have a Material Adverse Effect.  Loan Parties, the Premises and the existing uses thereof comply in all material respects with all Legal Requirements, including all applicable zoning ordinances and regulations and building codes.

Section 5.17         Certain Agreements.  Each Loan Party has delivered to Agent true, correct and complete copies of any unrecorded Permitted Encumbrances, the Management Agreement, the Hotel Franchise Agreement, and the Premises Documents.  No default or failure of performance in any material respect by Loan Parties exists under the Management Agreement, the Hotel Franchise Agreement, any Material Operating Agreement in effect as of the Closing Date, the Premises Documents or any Permitted Encumbrance, and each of said documents is in full force and effect.  To Loan Parties’ knowledge, there are no offsets, claims or defenses to the enforcement by Loan Parties of the Management Agreement, the Hotel Franchise Agreement, the Premises Documents, any Material Operating Agreement or Permitted Encumbrance presently outstanding and Loan Parties have not received a notice of default under the Management Agreement, the Hotel Franchise Agreement, the Premises Documents, any Material Operating Agreement or any Permitted Encumbrance, in each case, which is reasonably likely to result in a Material Adverse Effect.  Except as set forth on Schedule 5.17A, no Material Operating Agreement, Premises Document or unrecorded Permitted Encumbrance contains any option to

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purchase or right of first refusal to purchase the Mortgaged Property or any part thereof.  There are no Operating Agreements which are Material Operating Agreements except those set forth on Schedule 5.17B attached hereto.  The Management Agreement and the Hotel Franchise Agreement are each in full force and effect and are valid and enforceable.  Except as set forth on Schedule 5.17C, the Premises Documents, the Hotel Franchise Agreement, nor the Management Agreement, if any, has been amended, modified, terminated, assigned or otherwise changed, or the provisions thereof waived by Loan Parties, except as permitted hereunder.  To Loan Parties’ knowledge, no default exists and no grounds for termination by Loan Parties or any other party to the Premises Documents, the Management Agreement or the Hotel Franchise Agreement exists and no event exists which, with the giving of notice or passage of any cure period, or both, would constitute a default thereunder or give rise to any right of any party thereto to terminate same.  To Loan Parties’ knowledge, there are no offsets, claims or defenses to the enforcement by Loan Parties of the Management Agreement or the Hotel Franchise Agreement, if any.  The Management Agreement and the Manager SNDA, taken together, represent the entire agreement between Loan Parties and Property Manager with respect to the management of the Premises, and there are no other agreements or representations, written or oral, between Loan Parties and Property Manager with respect to thereto.  The Management Agreement, if any, does not contain any option to purchase or right of first refusal to purchase the Mortgaged Property or any part thereof.  The Hotel Franchise Agreement and the “comfort letter”, taken together, represent the entire agreement between the Loan Parties and the Hotel Franchisor with respect to the licensing of the hotel brand for the Premises, and there are no other agreements or representations, written or oral, between Loan Parties and Hotel Franchisor with respect to thereto.  The Hotel Franchise Agreement, if any, does not contain any option to purchase or right of first refusal to purchase the Mortgaged Property or any part thereof.

Section 5.18         Security Documents.  The provisions of each Security Document are effective to create, in favor of Agent for the benefit of itself and Lenders, a legal, valid and enforceable Lien on or security interest in all of Loan Parties’ right, title and interest of Loan Parties in the collateral described therein, to the extent a Lien or security interest can be created therein (it being acknowledged and agreed to by Agent and Lenders that no representation or warranty is made with respect to any collateral description purporting to cover “all assets” or “all personal property” of any Person, or using similar language) under the governing law specified in such Security Document, and when the appropriate recordings and filings have been effected in public offices, each of the Security Documents will create a perfected Lien on and security interest in all right, title, estate and interest in the collateral described therein, prior and superior to all other Liens to the extent perfection can be achieved by such recording and filing, subject to the Permitted Encumbrances except as permitted under the Loan Documents.

Section 5.19         Casualty and Taking.  No Casualty has occurred to any portion of the Premises that has not been repaired.  No Taking of any portion of the Premises, or modification, realignment or relocation of any streets or roadways abutting the Premises or denial of access to the Premises from any point of access (public or private), has occurred or is pending,  or, to Loan Parties’ knowledge, has been threatened in writing.

Section 5.20         Brokerage.  Loan Parties have not dealt with any brokers or “finders” in connection with the Loan.

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Section 5.21         Encroachments.  Other than as disclosed on the Survey, the Premises do not encroach upon any building line, setback line, side yard line, any Permitted Encumbrance or any other recorded easement or any visible easement or other easement of which Loan Parties are aware, except in the case of immaterial encroachments which are either permitted pursuant to the Permitted Encumbrances currently in effect or are affirmatively insured over in the Title Policy, or encroach over any property line of the Land.

Section 5.22         Foreign Person.  Neither Loan Party is a “foreign person” within the meaning of Section 1445 or 7701 of the IRC.

Section 5.23         Control Person.  Neither Loan Party is, and no Person having “control” (as that term is defined in 12 U.S.C. § 375b or in regulations promulgated pursuant thereto) of either Loan Party is, an “executive officer,” “director,” or “person who directly or indirectly or in concert with one or more persons, owns, controls, or has the power to vote more than ten percent (10%) of any class of voting securities” (as those terms are defined in 12 U.S.C. § 375b or in regulations promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a subsidiary, or of any other subsidiary of a bank holding company of which any Lender is a subsidiary.

Section 5.24         Government Regulation.  Neither Loan Party is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940.  Neither Loan Party is engaged principally, or as one of its important activities, in the business of extending, or arranging for the extension of, credit for the purpose of “purchasing or carrying any margin stock,” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.  No portion of the assets of either Loan Party consists of any such margin stock, and no part of the proceeds of the Loan shall be used to purchase or carry any such margin stock within the meaning of said regulation or to extend credit to others for such purpose.

Section 5.25         ERISA.  None of the assets of either Loan Party constitute or, as long as any Obligations remain outstanding, will constitute “Plan Assets” of one or more such plans within the meaning of 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA; and neither Loan Party is nor, as long as any Obligation remains outstanding, will it be a “governmental plan” within the meaning of § 3(3) of ERISA.  Each Pension Plan is in compliance in all material respects with all applicable provisions of ERISA, the IRC and other requirements of applicable law.  There has been no, nor is there reasonably expected to occur any, ERISA Event that could reasonably be expected to, alone or in the aggregate with all other ERISA Events, result in material liability to Loan Parties.  Neither Loan Parties nor any ERISA Affiliate has incurred any Withdrawal Liability as a result of a complete withdrawal as of the date hereof from any Multiemployer Plan.

Section 5.26         Labor Relations.  Set forth on Schedule 5.26 is a list of all collective bargaining agreements to which a Loan Party is a party.  Neither Loan Party as received any written notice of any pending material grievances, disputes or controversies with any union or any other organization of employees at the Premises, including employees of Loan Parties, or written threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization.

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Section 5.27         Name; Principal Place of Business.  Except as set forth in Section 5.28, Loan Parties do not use nor will Loan Parties use any trade name and have not done nor will it do business under any name other than Loan Parties’ actual names set forth herein.  The principal place of business of Loan Parties is as stated in the first paragraph of this Loan Agreement.

Section 5.28         Intellectual Property.  Loan Parties shall notify Agent of any trademark used by Loan Parties in connection with the Premises.  Agent may make any filing, at Loan Parties’ sole cost and expense, with the United States Patent and Trademark Office or otherwise in order to obtain and perfect a security interest in such trademarks which are owned by Loan Parties.  To Loan Parties’ knowledge, there exists no claim by any Person that contests or questions Loan Parties’ right to use all applicable patents, trademarks, copyrights, technology, know-how and processes necessary for the conduct of the business and the operation of the Premises by Loan Parties or Property Manager substantially in the manner currently conducted and operated.  To Loan Parties’ knowledge, there are no claims and there is no infringement of the rights of any Person, arising from the use of such patents, trademarks, copyrights, technology, know-how and processes by Loan Parties.  To Loan Parties’ knowledge, there is no infringement by any third party on any rights of Loan Parties in any of their intellectual property.  No name or logo used by Loan Parties in connection with the Premises or any part thereof or business therein is a registered tradename or trademark, other than the intellectual property licensed or used by Property Manager or tradenames or trademarks registered by Loan Parties.

Section 5.29         Flood Zone.  Other than as disclosed on the Survey or in any flood hazard certificate delivered to Agent, neither the Premises nor any portion thereof is located within an area that has been designated or identified as an area having special flood hazards by the Secretary of Housing and Urban Development of the United States or by such other official as shall from time to time be authorized by federal or state law to make such designation pursuant to the National Flood Insurance Act of 1968, as such act may from time to time be amended, or pursuant to any other national, state, county or city program of flood control.

Section 5.30         Taxes.  All material tax returns required to be filed by Loan Parties in any jurisdiction have been filed and all material taxes, assessments, fees, and other governmental charges upon Loan Parties or upon any of its properties, income or franchises have been paid that are required to be paid prior to the time that the non-payment of such taxes could give rise to a Lien on any asset of Loan Parties, unless such tax, assessment, fee or charge is being contested in accordance with Section 6.8 hereof.  To Loan Parties’ knowledge, there is no material proposed tax assessment against the Premises which are in addition to those assessments currently affecting the Premises or any basis for such new assessment which is material and not being contested in good faith by Loan Parties through appropriate proceedings after the establishment of appropriate reserves therefor with Agent’s approval.  The Land is separately assessed from all other adjacent land for purposes of real estate taxes, and for all purposes may be dealt with as an independent parcel.

Section 5.31         Title.  Borrower has a good, marketable and indefeasible fee title in certain real property more particularly described in the “Parcel I” section of Exhibit A attached hereto and a good, marketable and indefeasible leasehold estate in certain real property and air rights more particularly described in the “Parcel II” and “Parcel III” sections of Exhibit A

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attached hereto, and Operating Lessee has a good, marketable and indefeasible sub-leasehold estate in the real property comprising the Mortgaged Property, in each case subject to no Liens or encumbrances other than the Permitted Encumbrances.  Each Loan Party owns its Personal Property free and clear of all Liens and encumbrances other than Permitted Encumbrances.

Section 5.32         Creditworthiness.  Both before and immediately after entering into each of the Loan Documents to which it is a party, Loan Parties are able to pay their debts and other obligations when due and has a positive net worth.

Section 5.33         Patriot Act.  Neither Loan Parties nor, any Persons holding any legal or beneficial interest in Loan Parties, whether directly or indirectly:  (a) appear on any Government List; (b) are included in, owned by, Controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to any of the Persons referred to or described in any Government List; (c) to Loan Parties’ knowledge, have conducted business with or engaged in any transaction with any Person named on any Government List or any Person included in, owned by, Controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to any of the Persons referred to or described in any Government List in contravention of applicable Legal Requirements; (d) are Persons who have been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof; (e) have been previously indicted for or convicted of any felony involving a crime or crimes or moral turpitude or for Patriot Act Offense; or (f) are currently under investigation by any Governmental Authority for alleged criminal activity.  Borrower is the ultimate beneficiary of the Loan.

Section 5.34         Leases.  A true, correct and complete copy (in all material respects) of the most recent rent roll for the Leases in effect for the Premises as of the Closing Date is attached to Loan Parties’ Certificate (such rent roll and any rent roll for the Premises subsequently delivered to Agent, a “Rent Roll”).  Each Loan Party has delivered to Agent true, correct and complete copies of the Leases.  As of the Closing Date, there are no Leases with respect to the Premises other than the Leases that are set forth on the Rent Roll which is attached to the Loan Parties’ Certificate.  Except as set forth on the Rent Roll or any estoppels delivered to Agent:  (a) each Lease is in full force and effect; (b) all Rents due and payable under the Leases have been paid and no portion of any Rent has been paid for any period more than thirty (30) days in advance; (c) the fixed rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and, to Loan Parties’ actual knowledge, there is no claim or basis for a claim by the Lessee thereunder for an adjustment to such fixed rent; (d) no Lessee has made any material written claim against Loan Parties or Property Manager that remains outstanding that either Loan Party is in default under its applicable Lease; (e) no material default has occurred by Loan Parties or, to Loan Parties’ actual knowledge, any Lessee under any Lease, and no event which, with the giving of notice or passage of time, or both, would constitute a material default under any Lease by Loan Parties or, to Loan Parties’ actual knowledge, any Lessee, has occurred; (f) each Lease is the valid, binding and enforceable obligation of Loan Parties, as applicable and, to Loan Parties’ actual knowledge, the applicable Lessee thereunder; (g) all Security Deposits under the Leases are as set forth on the Rent Roll and are held pursuant to Section 3.3 and Loan Parties and Property Manager, if any, are in compliance with all Legal

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Requirements in all material respects with respect to all Security Deposits; (h) no use restriction contained in any Lease, Permitted Encumbrance or Premises Document is violated by any use permitted under any other Lease, any Permitted Encumbrances or any Premises Document where such violation is reasonably likely to result in a Material Adverse Effect; (i) no Lease contains any option to purchase or right of first refusal to purchase the Premises or any part thereof; (j) to Loan Parties’ actual knowledge, no Lease has been assigned or sublet by any tenant to any Person; and (k) to Loan Parties’ knowledge, no Lessee has (i) consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it, of proceedings to take advantage of any law relating to bankruptcy, insolvency or reorganization or the relief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations.  Nothing in this Section 5.34 shall apply or extend to the Ground Leases or Operating Lease.

Section 5.35         Special Purpose Entity.  Each Loan Party and the Loan Party Member are Single Purpose Entities.

Section 5.36         Ground Leases; Recording; Modification.

(a)           True and Correct Copies.  The Ground Lease estoppels delivered to Agent by Ground Lessors in connection with the Ground Leases contain a true, correct and complete copy of the Ground Leases (including all modifications and supplements thereto).  The Ground Leases constitute the entire agreement between the applicable Ground Lessor and Borrower with respect to the subject matter thereof.  Each Ground Lease is the valid, binding and enforceable obligation of Borrower and, to Borrower’s actual knowledge, the applicable Ground Lessor thereunder.  To Loan Parties’ knowledge, neither Ground Lessor has (i) consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it, of proceedings to take advantage of any law relating to bankruptcy, insolvency or reorganization or the relief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations.

(b)           Memorandum of Ground Leases.  Memoranda of the Ground Leases have been duly recorded.  Each Ground Lease permits the interest of Borrower and Operating Lessee thereunder to be encumbered by a mortgage.  There have been no amendments or modifications to the terms of the Ground Leases since their recordation (or a memoranda thereof), with the exception of written instruments which have been recorded or as have been attached to the estoppels delivered to Lender by Ground Lessors in respect of the Ground Leases.  The Ground Leases may not be terminated, surrendered or amended without the prior written consent of Agent.  Borrower has delivered to Agent in writing (or there is included in the applicable estoppel delivered to Agent) (i) the current address for notices, demands and

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communications to each lessor and payments due under the Ground Leases; and (ii) true and correct information as to the current rent payable under the Ground Leases.

(c)           No Liens.  Except for the Permitted Encumbrances, Borrower’s interest in the Ground Leases is not subject to any Liens or encumbrances superior to, of equal priority with, or subordinate to the Mortgage.

(d)           Default.  As of the date hereof, each Ground Lease is in full force and effect, there is no default on the part of Borrower thereunder and, to Borrower’s knowledge, (i) no default on the part of Ground Lessor exists thereunder and (ii) there is no existing condition which, but for the passage of time or the giving of notice, would result in a default by Borrower under the terms of the either Ground Lease.  As of the date hereof, all rents, additional rent and other sums due and payable under the Ground Leases have been paid in full.  Neither Borrower nor any Ground Lessor has commenced any action or given or received any notice for the purpose of terminating the Ground Leases.

Section 5.37         Operating Lease.

(a)           True and Correct Copies.  Loan Parties have delivered a true, correct and complete copy of the Operating Lease (including all modifications and supplements thereto) to Agent.  The Operating Lease constitutes the entire agreement between the Loan Parties with respect to the subject matter thereof.  The Operating Lease is the valid, binding and enforceable obligation of Loan Parties and, to Borrower’s actual knowledge, the applicable Ground Lessor thereunder.  As of the date hereof, there does not exist any “Working Capital Note” as defined in the Operating Lease.

(b)           No Liens.  Except for the Permitted Encumbrances, Loan Parties’ interest in the Operating Lease is not subject to any Liens or encumbrances superior to, of equal priority with, or subordinate to the Mortgage.

(c)           Default.  As of the date hereof, (i) the Operating Lease is in full force and effect, (ii) there is no default on the part of Loan Parties thereunder, and (iii) there is no existing condition which, but for the passage of time or the giving of notice, would result in a default by a Loan Party under the terms of the Operating Lease.  As of the date hereof, all rents, additional rent and other sums due and payable under the Operating Lease have been paid in full.  Neither Loan Party has commenced any action or given or received any notice for the purpose of terminating the Operating Lease.

Section 5.38         Own Behalf; For Own Account.  Borrower confirms that Borrower is acting on its own behalf and for its own benefit.  The Loan has been requested by Borrower, and the proceeds of the Loan shall be utilized by Borrower, for its own account.

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ARTICLE VI

GENERAL AND OPERATIONAL COVENANTS

Section 6.1            Financial Statements, Reports and Documents of Loan Parties.  Loan Parties shall deliver to Agent each of the following:

(a)           Annual Financial Statements.  Within ninety (90) days after the close of each fiscal year of Loan Parties, financial statements of Loan Parties for such period, which shall include a detailed balance sheet, statement of operations (income and expenses), statement of cash flow and statement of changes in members’ or partners’ capital or shareholder’s equity, as applicable, and contingent liability schedule in form reasonably acceptable to Agent, prepared in accordance with Applicable Accounting Standards.  Such financial statements shall be certified by Loan Parties as being true, correct and complete in all material respects and fairly presenting the financial position of Loan Parties as of the date of such statement and audited by and accompanied by an opinion thereon by an independent certified public accounting firm selected by Loan Parties and reasonably acceptable to Agent, which audit shall be unqualified as to the scope of audit and state that such financial statements were prepared in accordance with Applicable Accounting Standards, and that the examination of such accounting firm in connection with such financial statements has been made in accordance with generally accepted auditing standards (provided that, the annual financial statements of Loan Parties shall not be required to be audited if (i) the annual financial statements of such Loan Parties are audited in connection with the audit of Guarantor’s annual financial statements and (ii) the annual financial statements of Guarantor are delivered to Agent within ninety (90) days after the close of its fiscal year).

(b)           Monthly and Quarterly Financial Statements.

(i)            During the period from the Closing Date to December 31, 2013, as soon as practical, but in any event no later than thirty (30) days after the end of each calendar month, and from and after January 1, 2014, within forty five (45) days after the end of each Calendar Quarter (other than the Calendar Quarter ending December 31st of any year other than with respect to the items described in clauses (A) and (E)), Loan Parties shall deliver (or shall cause Property Manager to deliver) to Agent:

(A)          a leasing report (which shall be delivered monthly for the first twelve (12) months of the Term and quarterly thereafter), and a rent roll containing the names of all Lessees, the term and expiration date of their respective Leases, the space occupied, the rents payable and the Security Deposits, if any, thereunder, and the name of any Lease guarantor thereof;

(B)           the balance sheet of Loan Parties prepared in accordance with Applicable Accounting Standards and certified by Loan Parties as being true, correct and complete in all material respects and fairly presenting the financial position of Loan Parties as of the date of such statement;

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(C)           statement of operations (income and expenses);

(D)          statement of cash flow; and

(E)           a comparison of the balance sheet and statement of operations to the applicable month or Calendar Quarter, as applicable, of the then previous year.

Each of the foregoing items shall be certified by Loan Parties as being true, correct and complete in all material respects and the items described in clauses (B), (C) and (D) shall be prepared in accordance with Applicable Accounting Standards.

(c)           Compliance Certificate.  Within forty five (45) days after the end of each of the Calendar Quarters in any fiscal year of Loan Parties, a certificate (a “Compliance Statement”) executed by Loan Parties which certificate shall (i) set forth the Adjusted Debt Service Coverage Ratio as of the Testing Determination Date occurring as of the end of such Calendar Quarter (together with the calculation thereof), (ii) set forth the Debt Service Coverage Ratio as of the Testing Determination Date occurring as of the end of such Calendar Quarter as applicable (together with the calculation thereof), (iii) certify that to the knowledge of Loan Parties, no Event of Default shall exist as of the date of such statement, and, if so, stating the facts with respect thereto, and (iv) contain such other statements pertaining to the operations of the Premises as Agent may reasonably request.

(d)           Notices by Governmental Authorities.  Promptly upon Loan Parties’ receipt of same, true and complete copies of any official written notice, claim or complaint by any Governmental Authority pertaining to Loan Parties, Property Manager, Guarantor, Hotel Franchisor, the Premises, the Collateral, Loan Parties’ rights under any Permitted Encumbrance, any Operating Permit obtained by Loan Parties, or the Liens securing the Obligations in each case, which is reasonably likely to have a Material Adverse Effect, including any written notice from a public authority concerning any tax or special assessment, or any notice of any alleged violation of any zoning ordinance and any written notice of any Taking or other eminent domain action or proceeding affecting or threatened in writing against any portion of the Premises.

(e)           Intentionally Omitted.

(f)            Monthly Reports. As soon as practical, but in any event no later than thirty (30) days after the end of each calendar month, Loan Parties shall deliver (or cause Property Manager to deliver) (w) a monthly operating statement of the Premises which statement shall (1) reflect the cash flow and operations of the Premises for such calendar month and on a year-to-date basis and (2) set forth the Gross Revenues, FF&E Gross Revenues, Operating Expenses, required deposits into the Capital/FF&E Reserve Account, Tax and Insurance Reserve Account, and Cash Collateral Payment Amount, if any, for such calendar month, (x) the ▇▇▇▇▇ Travel Research STAR report for the Premises for such month, including average daily rate, advance booking information, occupancy levels and RevPAR Yield Index and RevPAR for the Premises and its competitive set and (y) the monthly Ground Leases rent calculation prepared by Property Manager for such calendar month.

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(g)           Management.  Except as otherwise set forth in Section 6.1(h), contemporaneous with Loan Parties’ receipt or giving of same, a copy of all financial statements and reports provided to or by Loan Parties pursuant to the Management Agreement or the Hotel Franchise Agreement and any material notice or other material written communication (other than communications subject to a joint defense and communication agreement) given under, pursuant to or in connection with the Management Agreement or the Hotel Franchise Agreement.

(h)           Notification by Loan Parties.  The following notifications:

(i)            promptly upon Loan Parties’ learning thereof, any litigation or proceeding before any Governmental Authority or any mediation or arbitration with respect to Loan Parties, Guarantor, Property Manager, Hotel Franchisor, the Premises, the Collateral, Loan Parties’ rights under any Permitted Encumbrance, or any Operating Permit obtained by Loan Parties, the Liens securing the Obligations, in each case, provided same is reasonably likely to have a Material Adverse Effect, including any challenge to or appeal of any Operating Permit or zoning applicable to the Premises, specifying the nature and status thereof, and any material determinations in all such litigation, proceedings, mediations and arbitrations to the extent an unfavorable ruling in such litigation, proceeding, arbitration or mediation is reasonably likely to have a Material Adverse Effect;

(ii)           within ten (10) Business Days after Loan Parties’ learning thereof, of any acceleration of any material Indebtedness of Loan Parties;

(iii)          within ten (10) Business Days after the occurrence thereof, of any name change or change in fiscal year of Loan Parties;

(iv)          promptly upon the occurrence thereof, a copy of any material amendment to any organizational document of Loan Parties, and promptly following Agent’s request (not to be made more frequently than twice per fiscal year of Loan Parties), a list or organizational chart of the owners of direct or indirect beneficial and equitable interests in Loan Parties in the form and scope attached to the Loan Parties’ Certificate;

(v)           promptly upon Loan Parties’ learning thereof, any breach, default or failure of performance by any party under, or any notice that a party has challenged or denied the validity or enforceability of any material Permitted Encumbrances, any Material Operating Agreement, the Management Agreement, the Hotel Franchise Agreement, the Ground Leases, or any material other agreement, contract, or other instrument to which any Loan Party is a party or by which any of its properties are bound to the extent the same is reasonably likely to have a Material Adverse Effect;

(vi)          promptly upon Loan Parties’ learning thereof, any Event of Default;

(vii)         promptly upon Loan Parties’ learning thereof, the occurrence or existence, as applicable, of any act, event, condition or state of facts which in Loan Parties’ reasonable judgment, is reasonably likely to result in a Material Adverse Effect;

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(viii)                        promptly upon Loan Parties’ learning thereof, any material adverse claim against or affecting Loan Parties, the Guarantor, the Premises, the Collateral, Loan Parties’ rights under any Permitted Encumbrance or any Operating Permit obtained by Loan Parties or the Liens securing the Obligations to the extent the same is reasonably likely to result in a Material Adverse Effect;

(ix)                                (i) within ten (10) days after Loan Parties or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, written notice describing such event; (ii) within ten (10) days after Loan Parties or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under IRC Section 412 has been filed with respect to any Pension Plan or Multiemployer Plan, a written statement of Loan Parties describing such ERISA Event or waiver request and the action, if any, Loan Parties and ERISA Affiliates propose to take with respect thereto and a copy of any notice filed with the PBGC or the Internal Revenue Service pertaining thereto; (iii) within thirty (30) days after Loan Parties or any ERISA Affiliate knows or has reason to know that there has been a material increase in the unfunded pension liability of any Pension Plan, notice of such occurrence; (iv) simultaneously with the date that Loan Parties or any ERISA Affiliate files a notice of intent to terminate any Pension Plan, if such termination would reasonably be expected to require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, a copy of each notice; and (v) within ten (10) days after Loan Parties or any ERISA Affiliate adopts a new Pension Plan or becomes obligated to contribute to a Multiemployer Plan, written notice describing same;

(x)                                   other than statements and reports which are expressly referred to in Section 6.1(a), Section 6.1(b) or Section 6.1(g), or Section 6.1(h) promptly following Loan Parties’ receipt or giving of same, a copy of all material statements and reports provided to or by a Loan Parties pursuant to the Management Agreement or the Hotel Franchise Agreement and any material notice or other material written communication given under, pursuant to or in connection with the Management Agreement or the Hotel Franchise Agreement; and

(xi)                                within ten (10) days of a Loan Party’s receipt or giving of same, a copy of any written notice under, pursuant to or in connection with any Lease, (i) alleging a default by any Loan Parties or Lessee thereunder (provided that, with respect to a Lease which is not a Material Lease or a Signage License, such notice under this clause (i) shall not be required unless and until such default has continued beyond applicable notice and cure periods) or (ii) exercising a renewal, extension, expansion or termination option thereunder.

(i)                                     Notice Regarding Contracts.  Promptly following the occurrence thereof, notification of any material changes in any Material Operating Agreement, and with respect to any other contracts which are necessary for the operation of the Premises, including elevator maintenance agreements, agreements with respect to electricity, gas, water, and telephone service (both local and long distance), heating, ventilating and air conditioning, and other major mechanical maintenance agreements, Loan Parties will (or will cause Property Manager to)

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notify Agent if any such contracts are not renewed or replaced with similar agreements upon their expiration or termination.

(j)                                     Annual Capital/FF&E Expenditures Budget and Annual Operating Budget.  As soon as available, but in any event no later than November 1 of each calendar year, Loan Parties shall deliver (y) a copy of the preliminary Capital/FF&E Expenditures Budget and (z) a copy of the preliminary operating budget, each for the next fiscal year of Loan Parties for review and approval by Agent, which approval shall not be unreasonably withheld, conditioned or delayed.  If Agent reasonably objects to such proposed Capital/FF&E Expenditures Budget and/or operating budget, Agent shall advise Borrower of such objections (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall within ten (10) days after receipt of notice of any such objections revise such Capital/FF&E Expenditures Budget and/or operating budget and resubmit the same to Agent, such procedure to be repeated until such time as Agents shall have approved such Capital/FF&E Expenditures Budget and/or operating budget; provided, however, that until such time as a new Capital/FF&E Expenditures Budget and/or operating budget is approved, the previously approved Capital/FF&E Expenditures Budget and/or operating budget shall control.  Loan Parties shall not approve any Capital/FF&E Expenditures Budget or operating budget without Agent’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, provided no Event of Default exists.  Provided no Event of Default or Cash Sweep Condition exists, Agent’s failure to approve or disapprove any Capital/FF&E Expenditures Budget or operating budget or revision thereto within fifteen (15) days after Agent’s receipt thereof shall be deemed to constitute Agent’s approval thereof.  No Approved Capital/FF&E Expenditures Budget or operating budget shall be materially amended or modified without the prior consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed, provided no Event of Default or Cash Sweep Condition exists; provided, however, that Agent agrees that variances from such Approved Capital/FF&E Budget in the case of an emergency or variances not exceeding ten percent (10%) in respect of the applicable line item and ten percent (10%) in the aggregate, shall not be deemed material amendments or modifications of such budget and shall not require Agent’s prior approval as long as no Event of Default or Cash Sweep Condition exists.  In addition, no Capital/FF&E Expenditures Budget or operating budget shall be materially amended or modified without delivering a copy of such amendment or modification to Agent at least ten (10) days prior to the effectiveness thereof.  No later than the last day of the first Calendar Quarter of the each fiscal year of Loan Parties, Loan Parties shall deliver to Agent a copy of the final operating and capital expense budget for the Premises for such fiscal year.  Subject to Agent’s prior reasonable consent, Loan Parties may apply savings from one Capital/FF&E budget line item to cost overruns in another Capital/FF&E budget line item provided (a) there are no Event of Default or Cash Sweep Condition exists, (b) all costs to be paid out of such budget line item from which funds are being re-allocated have been paid or sufficient sums remain in said line item to pay such costs when the same become due, (c) said savings are actual savings and are documented to the satisfaction of Agent in its reasonable discretion, (d) such reallocation will not violate the provisions of the Lien Law or affect the priority of the Mortgage on the Premises, and (e) the total budgeted amount set forth in the Capital/FF&E Expenditure Budget does not change.  Agent has reviewed and approved the Capital/FF&E Expenditure Budgets for the balance of fiscal year 2011 and for fiscal year 2012; provided, however, if, in Agent’s reasonable determination, there occurs a condition or event which could be reasonably in good faith expected to materially impact the Capital/FF&E Expenditures, Agent shall have the right to

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review the Capital/FF&E Expenditure Budget for fiscal year 2012 and require that appropriate revisions be made thereto.  Notwithstanding the foregoing, Borrower is not required to receive Agent’s approval for any Capital/FF&E Expenditures that are not funded through the Capital/FF&E Reserve Account, it being understood that any Capital/FF&E Expenditures that are not funded through the Capital/FF&E Reserve Account shall be funded by Guarantor or the Sunstone REIT and not by Borrower.

(k)                                  Estoppel Certificates.

(i)                                     Within ten (10) Business Days after request therefor from Agent (such request not to be made more than once per fiscal year of Loan Parties except in connection with an assignment or participation of a Lender’s interest in the Loan in accordance with Article VIII), Loan Parties will deliver to Agent a certificate executed by Loan Parties, stating (1) the amount due under the Notes and this Loan Agreement, (2) any known offsets or defenses to the payment of the Obligations, if any, (3) that this Loan Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification and (4) that as of the date of such certificate, to Loan Parties’ best knowledge, no Event of Default has occurred and is continuing or, if any such Event of Default has occurred and is continuing, describing in reasonable detail each such Event of Default and the action, if any, taken or being taken to cure the same, and such other information regarding the Loan, the Premises and Loan Parties as Agent reasonably requests.

(ii)                                  Within ten (10) Business Days after request therefor from Loan Parties or Guarantor (such request not to be made more than once every twelve (12) months), Agent will deliver to Loan Parties a certificate executed by Agent, stating (1) the amount due under the Notes and this Loan Agreement, (2) any offsets or defenses to the payment of the Obligations, if any, (3) that this Loan Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification and (4) that as of the date of such certificate whether or not Agent has sent any notice of default under the Loan Documents which remains uncured in the opinion of Agent.

(l)                                     Other Information; The Platform; Electronic Communications.

(i)                                     Promptly upon Agent’s request and at Loan Parties’ sole cost and expense, such other information concerning the business, properties, or financial condition of Loan Parties and Guarantor, including the performance of their obligations under the Loan Documents, as Agent shall reasonably request.

(ii)                                  Loan Parties hereby acknowledge that (a) Agent will make available to the Lenders materials and/or information provided by or on behalf of Borrower or any subsidiary thereof hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on Syndtrak, IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and

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who may be engaged in investment and other market-related activities with respect to such Persons’ securities.  Loan Parties hereby agree that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Loan Parties shall be deemed to have authorized Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Loan Parties or any Affiliate thereof or their respective securities for purposes of United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through the Platform; and (z) Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform designated as “Non-Public Information.”

(iii)                               Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites or via the Platform) pursuant to procedures approved by Agent, provided that the foregoing shall not apply to notices to any Lender if such Lender has notified Agent that it is incapable of receiving notices by electronic communication.  Agent or Loan Parties may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

(iv)                              Unless Agent otherwise prescribes, (A) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (B) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(v)                                 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH BORROWER MATERIALS OR THE PLATFORM.  In no event shall Agent or any of its Affiliates (collectively, the “Agent Parties”) have any liability to Loan Parties, any Lender or any

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other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of Loan Parties’ or Agent’s transmission or posting of Borrower Materials through the internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Loan Parties, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(m)                               Audits.  Agent shall have the right to choose and appoint a certified public accountant to perform financial audits as it deems necessary, which, if a monetary Event of Default or an Event of Default described in Section 7.1(o) or (p) exists, shall be at Borrower’s expense.  Loan Parties shall permit Agent to examine such records, books and papers of Loan Parties which reflect upon its financial condition and the income and expense relative to the Premises.

Section 6.2                                   Marketing, Management, Franchise, Maintenance and Repairs.  Subject to the Loan Parties’ rights in connection with a Hotel Rebranding pursuant to Section 6.37, the Loan Parties agree as follows (including after a Hotel Rebranding):

(a)                                  Management.

(i)                                     The Premises shall at all times be managed exclusively by Property Manager under the Management Agreement in a manner consistent in all material respects with Comparable Standards.  Agent acknowledges and agrees (i) that the Doubletree Guest Suites Times Square is a “3.5 Star” hotel brand and (ii) that the Premises satisfy the Comparable Standards as of the date hereof.  Operating Lessee shall (a) promptly perform and observe all of the material covenants required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (b) promptly notify Agent of any default under the Management Agreement of which it is aware; (c) promptly deliver to Agent a copy of any notice of default or other material notice received by either Loan Party under the Management Agreement; (d) promptly give notice to Agent of any notice or information that either Loan Party receives which indicates that the Property Manager is terminating the Management Agreement; and (e) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the Property Manager under the Management Agreement.  Loan Parties shall cause the Management Agreement to remain in full force and effect at all times, except as replaced in accordance with this Section 6.2, shall comply with the Management Agreement in all material respects at all times.  Subject to the terms of the Manager SNDA, the Property Manager shall be entitled to receive a management fee of not more than four percent (4.00%) of the total operating revenues as defined in the applicable Management Agreement.  The Property Manager shall, prior to the Closing Date, deliver an executed Manager SNDA, which shall provide, among other things that the Management Agreement is subordinate to Agent’s lien on the Mortgage and all of Agent’s rights with respect to the Premises and the Loan Documents and that Agent may

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cause the Operating Lessee to terminate and replace the Property Manager with a Qualified Manager in compliance with this Agreement if: (i) an Event of Default has occurred and is continuing, (ii) the Property Manager is in default of its obligations under the Management Agreement, (iii) the Property Manager becomes insolvent or the subject of any bankruptcy proceeding or (iv) there is a change of ownership or control of the Property Manager.  In the event Property Manager is replaced, Loan Parties shall cause the replacement manager to enter into a manager subordination, non-disturbance and attornment agreement substantially in the form of the Manager SNDA (and with changes thereto reasonably acceptable to the Requisite Lenders).  Operating Lessee shall not, without the prior consent of the Requisite Lenders, surrender, terminate or cancel the Management Agreement.  Operating Lessee shall not modify, amend or supplement any term or provision of the Management Agreement which would materially increase Loan Parties’ economic obligations thereunder, enter into any agreement in substitution for the Management Agreement, or consent to the assignment of the Management Agreement without, in each instance, the Requisite Lenders’ prior consent.  Operating Lessee shall comply in all material respects with all terms of the Management Agreement.  The Property Manager shall covenant to manage the Premises in such a manner as to not cause the Loan Parties to fail to maintain their status as Single Purpose Entities.

(ii)                                  The Management Agreement, including all of Property Manager’s rights thereunder, subject to the terms of the Manager SNDA, shall at all times be unconditionally subject, junior and subordinate to the terms and the Lien of this Loan Agreement, the Mortgage and the other Loan Documents to the extent set forth in the Manager SNDA.

(iii)                               Loan Parties shall not consent to any assignment by Property Manager of its rights and obligations under the Management Agreement without the prior written consent of the Requisite Lenders, noting, that for the purpose of avoiding any ambiguity, that Property Manager may assign its rights and obligations under the Management Agreement without the consent of Loan Parties to the extent that Loan Parties’ consent is not required under the Management Agreement as modified by the Manager SNDA (without giving effect to any subsequent amendment thereof) and the consent of Ground Lessor is not required under the Ground Leases (without giving effect to any subsequent amendment thereof).

(b)                                 Hotel Franchise.  Operating Lessee shall (1) promptly perform and observe all of the material covenants required to be performed and observed by it under the Hotel Franchise Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (2) promptly notify Agent of any default under the Hotel Franchise Agreement of which it is aware; (3) promptly deliver to Agent a copy of any notice of default or other material notice received by either Loan Party under the Hotel Franchise Agreement (including any Franchisor Warning Notice); (4) promptly give notice to Agent of any notice or information that either Loan Party receives which indicates that the franchisor thereunder is terminating the Hotel Franchise Agreement; and (5) promptly enforce the performance and observance of all of the covenants required to be performed and observed by the franchisor under the Hotel Franchise Agreement.  If, at any time, a default has occurred and is continuing under the Hotel Franchise Agreement, Operating Lessee shall, at the request of Agent, terminate such Hotel Franchise

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Agreement upon thirty (30) days prior notice to the franchisor and replace the franchisor with a Qualified Franchisor approved by Agent on terms and conditions satisfactory to Agent.  Subject to Section 6.37, Loan Parties will not, without the prior written approval of Agent, (i) replace any franchise or enter into any new Hotel Franchise Agreement; (ii) terminate or reduce or consent to the reduction of the term of any Hotel Franchise Agreement; (iii) increase or consent to the increase of the amount of any charges under any Hotel Franchise Agreement; (iv) otherwise modify, change, supplement, alter or amend (or waive or release any of its rights and remedies under) any Franchise Agreement in any material respect; or (v) consent to, approve or agree to any assignment or transfer by or with respect to the franchisor thereunder (including transfers of beneficial interests in the franchisor or assignments or transfers by the franchisor of any or all of its rights under any Hotel Franchise Agreement).  Any change in ownership or control of the franchisor under the Hotel Franchise Agreement other than as specifically set forth herein shall be cause for Agent to re-approve such franchisor and Hotel Franchise Agreement.  If at any time Agent consents to the appointment of a new Qualified Franchisor, such new Qualified Franchisor shall, as a condition of Agent’s consent, execute a “comfort letter” to Agent in form and substance satisfactory to Agent.  The franchisor under the Hotel Franchise Agreement shall hold and maintain all necessary licenses, certifications and permits required by Applicable Law.  At all times prior to the repayment in full of the Loan, Loan Parties shall maintain in full force and effect a “comfort letter” with respect to the Hotel Franchise Agreement for the Premises, which comfort letter shall be on terms satisfactory to Agent.

(c)                                  Repair Loan Parties shall not commit or permit any physical waste of or to the Premises or other Improvements, structures and equipment thereon (provided that the occurrence of a Casualty shall not constitute a breach of such covenant so long as Loan Parties performs their obligations under Section 6.12(c)).  Loan Parties shall promptly, diligently and continuously restore, replace or rebuild or cause to be restored, replaced or rebuilt any part of the Improvements on the Premises damaged or destroyed by any Casualty (including any Casualty for which insurance was not obtained or obtainable) or which may be affected by any Taking, in accordance with the Loan Documents.  Loan Parties shall promptly replace, or caused to be replaced, any part of the Premises taken by theft to the extent necessary to comply with the provisions of this Section 6.2(b).  All such repairs, renewals and replacements shall be substantially similar in quality, value and class to that of the Improvements which are the subject of such repairs, renewals and replacements.

(d)                                 Loan Parties shall cause the Premises to be at all times operated, managed and, without limiting Section 6.2(b) hereof, maintained, at all times and in the manner and accordance with the standards required pursuant to the Hotel Franchise Agreement and the Management Agreement (including all marketing, advertising, promotional and reservation programs in all material respects), but in no event below Comparable Standards.

Section 6.3                                   Inspection of Premises and Books and Records.

(a)                                  Subject to the rights of Lessees and hotel guests, Loan Parties will permit Agent and Lenders or designated representatives of Agent and Lenders to enter upon and inspect the Premises, or any part thereof, in an emergency and at all other times during normal business hours and upon reasonable notice, provided that such inspection shall be made in a way to minimize any disruption to the operation of the Premises.

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(b)                                 Agent shall have no duty to make any inspection nor shall Agent incur any liability or obligation for not making any such inspection or, once having undertaken any such inspection, for making the inspection, not making the same carefully or properly, or for not completing the same; nor shall the fact that such inspection may not have been made by Agent relieve Loan Parties of any obligations that it may otherwise have under the Loan Documents.

(c)                                  Loan Parties shall at all times keep complete and accurate books, records and accounts of its transactions.  At Loan Parties’ expense (but not more than two times in any twelve (12) month period, unless an Event of Default shall be continuing), Loan Parties shall permit any representative of Agent, at all times during normal business hours upon reasonable notice, to examine and copy the books and records of Loan Parties, and all contracts, statements, invoices, bills, and claims for labor, materials, and services supplied for the construction, reconstruction, maintenance, operation and repair of the Premises in the possession of Loan Parties, Property Manager or any Affiliate of Loan Parties.  Loan Parties shall have no obligation to disclose materials (y) which are protected by attorney-client privilege or (z) to the extent the disclosure thereof would violate confidentiality obligations of Loan Parties, Property Manager or such Affiliate.

Section 6.4                                   Compliance with Legal, Insurance and Contractual Requirements.

(a)                                  Subject to Loan Parties’ right to contest as set forth in Section 6.8, Loan Parties, at their sole cost and expense, shall in all material respects comply and cause compliance of the Premises and the construction, use, occupancy, possession, operation, management, maintenance and ownership thereof, in all material respects of all Legal Requirements and all Insurance Requirements whether or not compliance therewith shall require changes in, or interfere with the use and enjoyment of, the Premises or any part thereof.  In furtherance of the foregoing, but subject to Loan Parties’ right to contest as set forth in Section 6.8, Loan Parties, at their sole cost and expense, shall cause all of the property violations existing on the date hereof to be remedied and/or satisfied on or before the date which is three (3) months from the Closing Date and shall provide to Agent copies of updated property violation searches which shall show no open violations at the Premises; provided, further, that such three (3) month period shall be deemed extended for so long as shall be required by Loan Parties in the exercise of due diligence to cure such violations, but in no event shall such three (3) month period be so extended to be a period in excess of six (6) months from the Closing Date with respect to any material violations.  Subject to Loan Parties’ rights under Section 6.8, Loan Parties shall preserve and maintain all of their material rights, privileges, licenses and Operating Permits necessary to operate the Premises in accordance with Section 6.2 hereof.  Agent shall not have any obligation or responsibility whatsoever for any matter incident to the Premises or the maintenance and operation of the Premises.  Subject to Loan Parties’ right to contest Legal Requirements in accordance with Section 6.8, Loan Parties agree that all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, or other actions with respect to or by, any Governmental Authorities required for the operation and maintenance of the Premises will be obtained when required, except where the failure to obtain is not reasonably likely to have a Material Adverse Effect.

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(b)                                 Each Loan Party, at its sole cost and expense, shall comply with all of its material covenants, obligations, agreements and undertakings under the Premises Documents, the Permitted Encumbrances and the Material Operating Agreements to the extent that failure to comply is reasonably likely to result in a Material Adverse Effect, and shall use commercially reasonable efforts to secure the performance of the obligations of the other parties thereto.  Loan Parties shall keep in full force and effect and not terminate, cancel, surrender, materially modify, materially amend or enter into any agreement in substitution for any Permitted Encumbrance, any Premises Document or any Material Operating Agreement to the extent the same is reasonably likely to result in a Material Adverse Effect, in each case without the prior consent of the Requisite Lenders, which consent shall not be unreasonably withheld, conditioned or delayed.

Section 6.5                                   Appraisals.

(a)                                  Agent shall be entitled to obtain, at Loan Parties’ expense, an Appraisal or Appraisal Update (as applicable) at Agent’s election not more than annually unless one or more of the following circumstances apply:

(i)                                     at any time that a monetary Default or an Event of Default has occurred and is continuing;

(ii)                                  in connection with the foreclosure of the Mortgage or the granting of a deed-in-lieu thereof or the exercise of other remedies against Loan Parties hereunder;

(iii)                               if required for regulatory purposes applicable to Agent or any Lender;

(iv)                              if required to determine the satisfaction of the condition described in Section 6.12(d)(i)(G) of this Loan Agreement; and

(v)                                 there is, in Agent’s reasonable judgment, a material adverse change in the Premises or the market conditions relating to the Premises; provided, that, as long as an Event of Default shall not exist, Loan Parties shall not be required to pay for more than one (1) Appraisal or Appraisal Update under clause (iii) or this clause (v) in any twenty-four (24) month period.