LOAN AGREEMENT Dated as of January 18, 2017 Between

Exhibit 10.1

LOAN AGREEMENT

Dated as of January 18, 2017

Between

ASHFORD PHILADELPHIA ANNEX LP, ASHFORD PLANO-M LP, ASHFORD SAN ▇▇▇▇▇▇▇▇▇ ▇▇ LP, ▇▇▇▇▇▇▇ SEATTLE WATERFRONT LP, and ASHFORD TAMPA INTERNATIONAL HOTEL, LP,
as Borrower,

and

ASHFORD TRS PHILADELPHIA ANNEX LLC, ASHFORD TRS SAPPHIRE VII LLC, and ASHFORD TRS SF LLC,

as Operating Lessee,

and

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.,
as Lender

TABLE OF CONTENTS

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LOAN AGREEMENT

THIS LOAN AGREEMENT, dated as of January 18, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A., a national banking association, having an address at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (together with its successors and assigns, “Lender”), ASHFORD PHILADELPHIA ANNEX LP (“Philadelphia Borrower”), ASHFORD PLANO-M LP (“Plano Borrower”), ASHFORD SAN ▇▇▇▇▇▇▇▇▇ ▇▇ LP (“San Francisco Borrower”), ASHFORD SEATTLE WATERFRONT LP (“Seattle Borrower”), and ASHFORD TAMPA INTERNATIONAL HOTEL, LP (“Tampa Borrower”), each a Delaware limited partnership, and each having an address at c/o Ashford Hospitality Trust, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (Philadelphia Borrower, Plano Borrower, San Francisco Borrower, Seattle Borrower, and Tampa Borrower, individually and/or collectively, as the context may require, together with their permitted successors and permitted assigns, “Borrower”) and ASHFORD TRS PHILADELPHIA ANNEX LLC, (“Philadelphia Operating Lessee”), ASHFORD TRS SAPPHIRE VII LLC (“Sapphire Operating Lessee”), and ASHFORD TRS SF LLC (“SF Operating Lessee”), each a Delaware limited liability company, and each having an address at c/o Ashford Hospitality Trust, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (Philadelphia Operating Lessee, Sapphire Operating Lessee, and SF Operating Lessee, individually and/or collectively, as the context may require, “Operating Lessee”).

All capitalized terms used herein shall have the respective meanings set forth in Article I hereof.

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the conditions and terms of this Agreement and the other Loan Documents.

NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows:

ARTICLE I.

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1                                   Definitions.  For all purposes of this Agreement, except as otherwise expressly provided:

“Acceptable LLC” shall mean a limited liability company formed under Delaware law which (i) has at least one springing member, which, upon the dissolution of all of the members or the withdrawal or the disassociation of all of the members from such limited

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liability company, shall immediately become the sole member of such limited liability company, and (ii) otherwise meets the Rating Agency criteria then applicable to such entities.

“Act” shall have the meaning set forth in Section 3.1.24(g) hereof.

“Actual Debt Service Coverage Ratio” shall mean as of the applicable date of determination, the quotient obtained by dividing (1) the Underwritten NOI for the trailing twelve (12) months ending on the last day of the second (2nd) calendar month preceding the calendar month in which the date of determination occurs by (2) the aggregate actual Debt Service, projected over the twelve (12) month period subsequent to the date of calculation determined using a loan constant calculated, respectively, based upon an interest rate equal to the sum of (x) the Capped LIBOR Rate and (y) the Spread as of the date of calculation as determined by Lender.  Lender’s calculation of the Actual Debt Service Coverage Ratio shall be conclusive and binding on Borrower absent manifest error.

“Adverse REMIC Event” shall mean, with respect to any REMIC Trust formed pursuant to a Securitization of any portion of the Loan, (i) the endangerment of the status of such REMIC Trust, (ii) the imposition of a tax upon such REMIC Trust or any of its assets or transactions (including, without limitation, the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code and the tax on certain contributions set forth in Section 860G(d) of the Code), or (iii) any event that may cause the Loan to fail to satisfy the REMIC Requirements.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, owns more than forty percent (40%) of, is in control of, is Controlled by or is under common ownership or Control with such Person.

“Affiliated Manager” shall mean any managing agent of the Property, pursuant to a Management Agreement or Brand Management Agreement, which is, directly or indirectly, Controlled by, Controlling or under common Control with Borrower, Operating Lessee, Guarantor, Sponsor, and/or any SPC Party (if any).

“Allocated Loan Amount” shall mean the portion of the Loan allocated to each Individual Property as set forth on Schedule VI attached hereto, as such amounts may be adjusted from time to time as hereinafter set forth.  Upon each adjustment in the amount of Debt due to either a regular payment of monthly Debt Service and/or a prepayment of the Loan in accordance with the terms hereof (other than a paydown pursuant to Section 2.7 hereof, which such paydown shall be calculated in accordance with Section 2.7(a)(vii) hereof), each Allocated Loan Amount shall be decreased by an amount equal to the product of (i) the amount of such payment and (ii) a fraction, the numerator of which is the applicable Allocated Loan Amount (prior to the adjustment in question) and the denominator of which is the total of all Allocated Loan Amounts (prior to the adjustment in question).  Notwithstanding the foregoing or anything herein to the contrary, (a) in the event of a Casualty or Condemnation whereby Net Proceeds shall be applied to the Debt pursuant to the terms of Section 5.3 hereof, then such Net Proceeds shall be applied (1) first, to reduce the Allocated Loan Amount of the Individual Property affected by such Casualty or Condemnation and (2) second, to reduce the Allocated Loan Amount of the other Individual Properties and (b) notwithstanding the terms of the foregoing

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clause (a), when the Debt is reduced as the result of Lender’s receipt of proceeds with respect to a Condemnation or Casualty affecting one hundred percent (100%) of an Individual Property, the Allocated Loan Amount for such Individual Property with respect to which the insurance proceeds or Award were received shall, at Lender’s sole discretion, be reduced to zero (such Allocated Loan Amount prior to reduction being referred to as the “Withdrawn Allocated Amount”), and the other Allocated Loan Amount shall, if the Withdrawn Allocated Amount exceeds such proceeds (such excess being referred to as the “Proceeds Deficiency”), be increased by the Proceeds Deficiency.

“ALTA” shall mean American Land Title Association or any successor thereto.

“Alteration Threshold” shall mean, with respect to each Individual Property, five percent (5.0%) of the initial Allocated Loan Amount with respect to such Individual Property.

“Annual Budget” shall mean the operating and capital budget for each Individual Property setting forth Borrower’s good faith estimate of Operating Income, Operating Expenses, and FF&E Expenditures for the applicable Fiscal Year.

“Applicable Contribution” shall have the meaning set forth in Section 11.32 hereof.

“Applicable Interest Rate” shall mean 3.35% per annum with respect to each Component for the initial Interest Period and thereafter either (i) the LIBOR Interest Rate plus the Spread with respect to each Component during any period when the Loan is a LIBOR Loan or (ii) the Substitute Rate plus the Substitute Spread with respect to each Component during any period when the Loan is a Substitute Rate Loan.

“Approved Accounting Method” shall mean GAAP, federal tax basis accounting, the Uniform System of Accounts, or such other method of accounting, in each case consistently applied, as may be reasonably acceptable to Lender.

“Approved Annual Budget” shall have the meaning set forth in Section 4.1.6(d) hereof.

“Approved Bank” shall mean (a) a bank or other financial institution which has the Required Rating, (b) if a Securitization has not occurred, a bank or other financial institution acceptable to Lender or (c) if a Securitization has occurred, a bank or other financial institution with respect to which Lender shall have received a Rating Agency Confirmation.

“Approved ID Provider” shall mean each of CT Corporation, Corporation Service Company, Global Securitization Services, LLC, National Registered Agents, Inc., Wilmington Trust Company, ▇▇▇▇▇▇▇ Management Company and Lord Securities Corporation; provided, that, additional national providers of Independent Managers may be deemed added to the foregoing hereunder to the extent approved in writing by Lender and the Rating Agencies.

“Ashford” shall mean Ashford Hospitality Prime Inc.

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“Assignment of Brand Management Agreement” shall mean, individually and/or collectively, as the context may require, (i) that certain Conditional Assignment, Subordination, Non-Disturbance and Attornment Agreement, dated as of the date hereof, by and among Lender, Philadelphia Borrower, Philadelphia Operating Lessee, and Courtyard Management Corporation, (ii) that certain Conditional Assignment, Subordination, Non-Disturbance and Attornment Agreement, dated as of the date hereof, by and among Lender, Plano Borrower, Sapphire Operating Lessee, and Marriott Hotel Services, Inc., (iii) that certain Conditional Assignment, Subordination, Non-Disturbance and Attornment Agreement, dated as of the date hereof, by and among Lender, San Francisco Borrower, SF Operating Lessee, and Courtyard Management Corporation, (iv) that certain Conditional Assignment, Subordination, Non-Disturbance and Attornment Agreement, dated as of the date hereof, by and among Lender, Seattle Borrower, Sapphire Operating Lessee, and Marriott International, Inc., and (v) that certain Conditional Assignment, Subordination, Non-Disturbance and Attornment Agreement, dated as of the date hereof, by and among Lender, Tampa Borrower, Sapphire Operating Lessee, and Renaissance Hotel Management Company, LLC.

“Assignment of Leases” shall mean, individually and/or collectively, as the context may require, each of those certain Assignments of Leases and Rents made by each Operating Lessee in favor of Lender, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Management Agreement” shall mean, in the event there is a Management Agreement (other than a Brand Management Agreement) at any time entered into in accordance with the terms of this Agreement, that certain Conditional Assignment of Management Agreement and Subordination of Management Agreement among Borrower, Operating Lessee and Manager, in form and substance reasonably acceptable to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Rate Protection Agreement” shall mean that certain Collateral Assignment of Interest Rate Protection Agreement dated the date hereof by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Benefit Amount” shall have the meaning set forth in Section 11.32 hereof.

“Borrower” shall have the meaning set forth in the Preamble hereof.

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“Borrower Parties” shall mean Borrower, Operating Lessee, Guarantor, and each of their respective Affiliates that have executed any Loan Document.

“Brand Management Agreement” shall mean the Management Agreements more particularly described on Schedule XIV attached hereto, between the applicable Operating Lessees and Brand Manager, as each of the same may be amended, supplemented or modified from time to time in accordance with the terms and provisions of this Agreement, or, if the context requires, any Replacement Brand Management Agreement executed in accordance with the terms and provisions of this Agreement.

“Brand Management Notice Date” shall have the meaning set forth in Section 4.1.26 hereof.

“Brand Management Replacement” shall have the meaning set forth in Section 4.1.26 hereof.

“Brand Manager” shall mean each Brand Manager more particularly described on Schedule XV attached hereto or, if the context requires, a Qualified Brand Manager.

“Brand Manager FF&E Balance Credit” shall have the meaning set forth in Section 4.1.26 hereof.

“Brand Manager PIP Deposit Amount” shall have the meaning set forth in Section 4.1.26 hereof.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(f) hereof.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of New York, (ii) the state where the corporate trust office of the Trustee is located, or (iii) the state where the servicing offices of the Servicer are located.

“Buyer” shall have the meaning set forth in Section 8.1(b) hereof.

“Capped LIBOR Rate” shall mean 3.00% or such other rate pursuant to Section 2.3.2(b) hereof.

“Cash Management Agreement” shall mean that certain Cash Management Agreement of even date herewith among Lender, Borrower, and Operating Lessee.

“Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof.

“Casualty Consultant” shall have the meaning set forth in Section 5.3.2(c) hereof.

“Casualty Retainage” shall have the meaning set forth in Section 5.3.2(d) hereof.

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“Closing Date” shall mean the date of funding the Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Commodity Exchange Act” shall mean the Commodity ▇▇▇▇▇▇▇▇ ▇▇▇, ▇ ▇.▇.▇. §▇ et seq., as amended from time to time and any successor statute thereto and the regulations promulgated thereunder.

“Component” shall mean, individually, any one of Component A, Component B, Component C, Component D and Component E and “Components” shall mean, collectively, Component A, Component B, Component C, Component D and Component E.

“Component A” shall mean the component of the Loan designated as “A” in Section 2.1.5 hereof.

“Component B” shall mean the component of the Loan designated as “B” in Section 2.1.5 hereof.

“Component C” shall mean the component of the Loan designated as “C” in Section 2.1.5 hereof.

“Component D” shall mean the component of the Loan designated as “D” in Section 2.1.5 hereof.

“Component E” shall mean the component of the Loan designated as “E” in Section 2.1.5 hereof.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“Condemnation Payment” shall have the meaning set forth in Section 5.3.3 hereof.

“Condemnation Net Proceeds” shall have the meaning set forth in the definition of “Net Proceeds.”

“Contribution” shall have the meaning set forth in Section 11.32 hereof.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled by,” “controlling,” and “under common control with” shall have the respective correlative meaning thereto.

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“Constituent Member” shall have the meaning set forth in Section 3.1.24(i) hereof.

“Counterparty” shall mean a counterparty under the Interest Rate Protection Agreement or the Person that guarantees such counterparty’s obligations under the Interest Rate Protection Agreement or otherwise provides to such counterparty credit support acceptable to Lender or, after a Securitization, the Rating Agencies, provided, however, that such guarantor shall be deemed the “Counterparty” for so long as the long term credit rating issued by the Rating Agencies to such guarantor is better than the long term credit rating of the actual counterparty under the Interest Rate Protection Agreement; provided, further, that each Counterparty shall be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise be in compliance with the requirements of the rules and regulations promulgated pursuant to the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act.  Notwithstanding the foregoing or anything herein to the contrary, SMBC Capital Markets, Inc. shall be deemed an acceptable Counterparty, provided that, (i) SMBC Capital Markets, Inc.’s obligations under the applicable Interest Rate Cap Agreement are guaranteed by SMBC Derivative Products Limited or Sumitomo Mitsui Banking Corporation pursuant to a guaranty acceptable to Lender in its sole discretion and (ii) the debt ratings for SMBC Capital Markets, Inc.’s applicable guarantor are not lower than the lesser of the debt ratings held by such entity as of the Closing Date or the debt ratings set forth in the definition of Minimum Counterparty Rating.

“Covered Rating Agency Information” shall have the meaning set forth in Section 9.2(f) hereof.

“Creditors Rights Laws” shall have the meaning set forth in Section 3.1.24(g) hereof.

“DBRS” shall mean DBRS, Inc.

“Debt” shall mean the outstanding principal amount of the Loan together with all interest accrued and unpaid thereon (including, without limitation, any interest that would accrue on the outstanding principal amount of the Loan through and including the end of any applicable Interest Period, even if such Interest Period extends beyond any applicable Monthly Payment Date, Prepayment Date or the Maturity Date) and all other sums (including, without limitation, the Spread Maintenance Premium and any Breakage Costs) due to Lender in respect of the Loan under the Note, this Agreement, the Security Instrument, the Environmental Indemnity or any other Loan Document.

“Debt Service” shall mean, with respect to any particular period of time, scheduled interest payments under the Note.

“Debt Yield” shall mean, as of the applicable date of determination, the quotient obtained by dividing (1) Underwritten NOI for the trailing twelve (12) month period ending on the last day of the second (2nd) month immediately preceding the calendar month in which the date of determination occurs by (2) the outstanding principal amount of the Loan as of such date.

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Lender’s calculation of the Debt Yield shall be conclusive and binding on Borrower absent manifest error.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean, with respect to each Component, a rate per annum equal to the lesser of (i) the Maximum Legal Rate or (ii) four percent (4%) above the Applicable Interest Rate.

“Determination Date” shall mean, with respect to each Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15th) of the calendar month in which such Interest Period commences; provided, however, that Lender shall have the right to change the Determination Date to any other day upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change.

“Disclosure Document” shall have the meaning set forth in Section 9.2(a) hereof.

“Eligible Account” shall mean an identifiable account which is separate from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority.  An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation (i) the short term unsecured debt obligations, accounts, or commercial paper of which are rated at least A-2 by S&P, P-1 by ▇▇▇▇▇’▇ and F-1 by Fitch in the case of accounts in which funds are held for thirty (30) days or less or, (ii) in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations or accounts of which are rated at least “A-” by Fitch and S&P and “A2” by Moody’s or (b) such other depository institution otherwise approved by the Rating Agencies from time to time.

“Embargoed Person” shall have the meaning set forth in Section 3.1.41 hereof.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement dated as of the date hereof executed by Borrower, Operating Lessee, and Guarantor in connection with the Loan for the benefit of Lender.

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“Equipment” shall have the meaning set forth in the granting clause of the Security Instrument.

“Equity Collateral” shall have the meaning set forth in Section 9.3 hereof.

“ERISA” shall have the meaning set forth in Section 4.2.11 hereof.

“Event of Default” shall have the meaning set forth in Section 10.1 hereof.

“Exchange Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Exchange Act Filing” shall have the meaning set forth in Section 9.1(c) hereof.

“Excluded Taxes” shall have the meaning set forth in Section 2.5(f) hereof.

“Exculpated Parties” shall have the meaning set forth in Section 11.22 hereof.

“Extension Debt Yield Paydown” shall have the meaning set forth in Section 2.3.2(b) hereof.

“Extension Option” shall have the meaning set forth in Section 2.3.2(b) hereof.

“Extraordinary Expense” shall have the meaning set forth in Section 4.1.6(d) hereof.

“FATCA” means Sections 1471 through 1474 of the Code and any regulations or official interpretations thereof.

“FF&E” shall mean repair and/or replacement of the furnishings, fixtures, equipment and other items to the extent the same are properly capitalized in accordance with the Approved Accounting Method.

“FF&E Balance Credit” shall have the meaning set forth in Section 4.1.22 hereof.

“FF&E Expenditures” for any period shall mean amounts expended for FF&E as set forth in the Approved Annual Budget and, notwithstanding anything herein to the contrary, such FF&E Expenditures shall include, without limitation, any project management fees, construction management fees and other similar fees (whether by Remington or otherwise) that are incurred in connection with such FF&E.

“FF&E Expenditure Funds” shall have the meaning set forth in Section 6.4 hereof.

“FF&E Expenditure Monthly Deposit” shall mean an amount equal to four percent (4%) of the Operating Income with respect to each Individual Property for the most recent calendar month for which the monthly financial reports set forth in Section 4.1.6(c) hereof shall have been delivered.  Notwithstanding the foregoing or anything herein to the contrary, if at

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any time any Brand Manager is holding a reserve for the cost of FF&E Expenditures at the applicable Individual Property, then Borrower shall only be required to deposit with Lender an amount equal to the positive difference, if any, between (i) four percent (4%) of the Operating Income with respect to such Individual Property for the most recent calendar month for which the monthly financial reports set forth in Section 4.1.6(c) hereof shall have been delivered and (ii) the amount being held in reserve by Brand Manager for FF&E Expenditures at the applicable Individual Property for such calendar month.

“FF&E Work” shall have the meaning set forth in Section 6.4.2(a) hereof.

“Financial Covenants” shall have the meaning set forth in Section 8.2 hereof.

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (as the same may have been or may hereafter be amended, restated, supplemented or otherwise modified).

“Fiscal Year” shall mean each twelve month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Franchise Agreements” shall mean the franchise agreements more particularly described on Schedule VII attached hereto, between Operating Lessee and the applicable Franchisors, as the same may be amended, supplemented or modified from time to time in accordance with the terms and provisions of this Agreement, or, if the context requires, any Replacement Franchise Agreement executed in accordance with the terms and provisions of this Agreement.

“Franchise Notice Date” shall have the meaning set forth in Section 4.1.22 hereof.

“Franchise Replacement” shall have the meaning set forth in Section 4.1.22 hereof.

“Franchisor” shall mean each Franchisor more particularly described on Schedule VIII attached hereto, or, if the context requires, a Qualified Franchisor.

“Full Replacement Cost” shall have the meaning set forth in Section 5.1.1(a)(i) hereof.

“Funding Borrower” shall have the meaning set forth in Section 11.32 hereof.

“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

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“Governmental Authority” shall mean any court, board, agency, commission, office or authority of any nature whatsoever or any governmental ▇▇▇▇ (▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ or otherwise) whether now or hereafter in existence.

“Ground Lease” shall mean, collectively, that certain Land Sublease dated April 9, 2003, by and between Tampa Westshore Associates Limited Partnership, a Delaware limited partnership (“Landlord”), and Ashford Tampa International Hotel, LP, a Delaware limited partnership, successor by name change to CNL Tampa International Hotel Partnership, LP, a Delaware limited partnership, as evidenced by that certain Memorandum of Lease dated as of April 9, 2003 and record on April 10, 2003 with the county clerk of court of Hillsborough County, Florida (the “Hillsborough Recorder’s Office”) in Book 12519, Page 0342, and that certain Landlord Estoppel Certificate dated on or about the date hereof.

“Guarantor” shall mean, individually and collectively, as the context may require, (a) Ashford Hospitality Prime Limited Partnership, a Delaware limited partnership and (b) any successor to and/or replacement of any of the foregoing Persons, in each case, pursuant to and in accordance with the applicable terms and conditions of the Loan Documents.

“Guaranty” shall mean that certain Guaranty of Recourse Obligations of even date herewith from Guarantor for the benefit of Lender.

“Improvements” shall, with respect to each Individual Property, have the meaning set forth in the granting clause of the Security Instrument.

“Incentive Documents” shall mean, individually or collectively (as the context requires), that certain (i) Tax Increment Financing Agreement, dated as of March 7, 2000, by and among Marriott, CNL Philadelphia Annex, LLC, formerly known as Courtyard Annex, L.L.C., The City of Philadelphia, Pennsylvania, an incorporated municipality of the Commonwealth of Pennsylvania, The School District of Philadelphia, a political subdivision of the Commonwealth of Pennsylvania and PAID (the “TIF Agreement”); (ii) Promissory Note, dated as of March 7, 2000, in the principal amount of $10,000,000, made by Marriott to PAID (the “TIF Note”); (iii) Mortgage Note, dated as of March 7, 2000, in the principal amount of $10,000,000, made by PAID to Borrower (the “Project Note”); (iv) Mortgage, dated as of March 7, 2000, by CNL Philadelphia Annex, LLC, formerly known as Courtyard Annex, L.L.C., in favor of PAID; (v) Assignment of Note and Mortgage, dated as of March 1, 2000, by PAID, as assignor, in favor of Marriott, as assignee; (vi) Pledge of TIF Revenues and TIF Fund and Security Agreement, dated as of March 7, 2000, by and between PAID, as pledgor, in favor of Marriott, as pledgee; and (vii) Assignment and Assumption Agreement, dated as of December 2, 2011, by and between Marriott, as assignor, and Borrower, as assignee.

“Indebtedness” shall mean, for any Person, without duplication:  (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests, (iv) all Indebtedness guaranteed by

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such Person, directly or indirectly, other than customary non-recourse carve-outs, (v) all obligations under leases that constitute capital leases for which such Person is liable, (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss, and (vii) any property-assessed clean energy loans or similar indebtedness, including, without limitation, if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly) by any taxes or similar assessments (a “PACE Transaction”).

“Independent Manager” shall have the meaning set forth in Section 3.1.24(h) hereof.

“Individual Property” shall mean, as applicable, each of the properties set forth on Schedule IX attached hereto, together with the Improvements thereon and all Personal Property owned by Borrower and encumbered by the Security Instrument relating to such property, together with all rights pertaining to such property and Improvements, all as more particularly described in the Granting Clause of the Security Instrument relating to such property.

“Individual Property Release” shall have the meaning set forth in Section 2.7 hereof.

“Individual Property Release Notice Date” shall have the meaning set forth in Section 2.7 hereof.

“Initial FF&E Deposit” shall have the meaning set forth in Section 6.4 hereof.

“Insolvency Opinion” shall mean that certain substantive nonconsolidation opinion letter dated the date hereof delivered by Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ LLP in connection with the Loan.

“Insurance Funds” shall have the meaning set forth in Section 6.3.1 hereof.

“Insurance Premiums” shall have the meaning set forth in Section 5.1.1(b) hereof.

“Interest Period” shall mean (a) for the first interest period hereunder, (i) if the Closing Date occurs on or before the fourteenth (14th) day of a calendar month, the period commencing on the Closing Date and ending on (and including) the fourteenth (14th) day of the calendar month in which the Closing Date occurs, and (ii) if the Closing Date occurs on or after the fifteenth (15th) day of a calendar month, the period commencing on the Closing Date and ending on (and including) the fourteenth (14th) day of the following calendar month and (b) for each interest period thereafter commencing February 15, 2017, the period commencing on the fifteenth (15th) day of each calendar month and ending on (and including) the fourteenth (14th) day of the following calendar month.  Each Interest Period as set forth in clause (b) above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period.

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“Interest Rate Protection Agreement” shall mean one or more interest rate caps (together with the schedules relating thereto) in form and substance reasonably satisfactory to Lender, with a confirmation from the Counterparty in form and substance satisfactory to Lender, between Borrower and, subject to Section 4.1.11, a Counterparty reasonably acceptable to Lender with a Minimum Counterparty Rating, and all amendments, restatements, replacements, supplements and modifications thereto.

“Investor” shall mean any investor or potential investor in the Loan (or any portion thereof or interest therein) in connection with a Securitization of the Loan (or any portion thereof or interest therein).

“Kroll” shall mean ▇▇▇▇▇ Bond Rating Agency, Inc.

“Lease” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any Individual Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto, other than any Operating Lease.

“Leasehold Mortgage” shall have the meaning set forth in Section 3.1.48(b) hereof.

“Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower, Operating Lessee or the Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990 and the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower or Operating Lessee, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“Lender” shall mean ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., a national banking association, together with its successors and assigns.

“Lender Indemnitees” shall have the meaning set forth in Section 11.13.2 hereof.

“Lender’s Notice” shall have the meaning set forth in Section 2.2.3(b) hereof.

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“Letter of Credit” shall mean an irrevocable, auto-renewing, unconditional, transferable, clean sight draft standby letter of credit having an initial term of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property or any other property pledged to secure the Note, in favor of Lender and entitling Lender to draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer or authorized signatory of Lender.  A Letter of Credit must be issued by an Approved Bank.  If at any time (a) the institution issuing any such Letter of Credit shall cease to be an Approved Bank or (b) if the Letter of Credit is due to expire prior to the termination of the event or events which gave rise to the requirement that Borrower deliver the Letter of Credit to Lender, Lender shall have the right to draw down the same in full and hold the proceeds thereof, unless Borrower shall deliver a replacement Letter of Credit from an Approved Bank within (i) as to (a) above, twenty (20) days after Lender delivers written notice to Borrower that the institution issuing the Letter of Credit has ceased to be an Approved Bank or (ii) as to (b) above, within ten (10) days prior to the expiration date of said Letter of Credit.  Borrower’s delivery of any Letter of Credit hereunder shall, at Lender’s option, be conditioned upon Lender’s receipt of a New Non-Consolidation Opinion relating to such Letter of Credit; provided, however, if the Insolvency Opinion (or any New Non-Consolidation Opinion delivered to Lender) has already paired the Person with the reimbursement obligations under the Letter of Credit, Borrower may deliver to Lender a letter from the law firm that issued such opinion stating that the opinions and conclusions set forth in such opinion remain unchanged as a result of the issuance of the Letter of Credit in lieu of a New Non-Consolidation Opinion.

“Liabilities” shall have the meaning set forth in Section 9.2(b) hereof.

“LIBOR” means, with respect to each Interest Period, the rate (expressed as a percentage per annum and rounded upward, as necessary, to the next nearest 1/1000 of 1%) equal to the rate reported for deposits in U.S. dollars, for a one-month period, that appears on Reuters Screen LIBOR01 Page (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date; provided that, (i) if such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on such Determination Date, Lender shall request the principal London Office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for the amounts for a comparable loan at the time of such calculation and, if at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations, and (ii) if fewer than two such quotations in clause (i) are so provided, Lender shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for the amounts for a comparable loan at the time of such calculation and, if at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates.  Lender’s computation of LIBOR shall be

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conclusive and binding on Borrower for all purposes, absent manifest error.  Notwithstanding anything to the contrary set forth herein, in no event shall LIBOR ever be less than 0.00%.

“LIBOR Interest Rate” shall mean with respect to each Interest Period the quotient of (i) LIBOR applicable to the Interest Period divided by (ii) a percentage equal to 100% minus the Reserve Requirement applicable to the Interest Period.

“LIBOR Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at LIBOR Interest Rate plus the Spread in accordance with the provisions of Article II hereof.

“Licenses” shall have the meaning set forth in Section 3.1.18 hereof.

“Lien” shall mean, with respect to each Individual Property, any mortgage, deed of trust, lien, claim, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting such Individual Property or any portion thereof or any direct or indirect interest in Borrower, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Liquidity” shall mean (a) unencumbered Cash and Cash Equivalents (as defined in the Guaranty) of such Person, and (b) marketable securities of such Person, each valued in accordance with generally accepted accounting principles (or other principles acceptable to Lender).

“LLC Agreement” shall have the meaning set forth in Section 3.1.24(g) hereof.

“Loan” shall mean the loan in the original principal amount of Three Hundred Sixty-Five Million and No/100 Dollars ($365,000,000) made by Lender to Borrower pursuant to this Agreement.

“Loan Bifurcation” shall have the meaning set forth in Section 9.1(b)(iv) hereof.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Security Instrument, the Cash Management Agreement, the Assignment of Leases, the Environmental Indemnity, the Guaranty, the Assignment of Rate Protection Agreement, the Assignment of Management Agreement (if applicable), the Assignment of Brand Management Agreement and any other document pertaining to the Property as well as all other documents now or hereafter executed and/or delivered in connection with the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England or New York City, New York are not open for business.

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“Losses” shall mean liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel related thereto).

“Major Lease” shall mean, as to each Individual Property, (i) any Lease for commercial or retail space at the Property containing more than 10,000 square feet, (ii) any Lease which contains any option, offer, right of first refusal or other similar entitlement to acquire all or any portion of the Property (which such rights shall be deemed to be exclusive of any rights under any Lease to extend the term thereof or to lease additional space at such Individual Property), (iii) any Lease that is with an Affiliate of any Borrower, Operating Lessee, Guarantor or Sponsor or (iv) any instrument guaranteeing or providing credit support for the any Lease meeting the requirements of (i), (ii) or (iii) above, but shall not include the Operating Lease.

“Management Agreement” shall mean, with respect to each Individual Property, any management agreement entered into by and between Operating Lessee and any Manager, pursuant to which such Manager is to provide management and other services with respect to the applicable Individual Property, entered into in accordance with the terms and conditions of the Loan Documents, including, without limitation, any Brand Management Agreement.

“Manager” shall mean any manager of the Property approved in accordance with the terms and conditions of the Loan Documents, including, without limitation, any Brand Manager.

“Marriott” shall mean Marriott International Capital Corporation, a Delaware corporation.

“Material Adverse Effect” shall mean a material adverse effect on (i) any Individual Property, (ii) the business, profits, prospects, management, use, operations or condition (financial or otherwise) of Borrower, Operating Lessee, Guarantor, Sponsor or the Property, (iii) the enforceability, validity, perfection or priority of the lien of the Security Instrument or the other Loan Documents, (iv) the ability of Borrower to perform its obligations under the applicable Security Instrument or the other Loan Documents or (v) the ability of Guarantor to perform its obligations under the Guaranty.

“Material Agreements” shall mean each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of any Individual Property, other than the Incentive Documents, the Management Agreement, the Franchise Agreement, the Operating Lease, the Ground Lease and the Leases, as to which either (i) there is an obligation of Borrower to pay more than $100,000.00 per annum; or (ii) the term thereof extends beyond three (3) years (unless, in each case, cancelable on sixty (60) days or less notice without requiring the payment of termination fees or payments in excess of $50,000).

“Maturity Date” shall mean February 9, 2019, as such date may be extended as provided for in Section 2.3.2 hereof or such other date on which the final payment of principal of

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the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Member” shall have the meaning set forth in Section 3.1.24(g) hereof.

“Mezzanine Borrower” shall have the meaning set forth in Section 9.3 hereof.

“Mezzanine Option” shall have the meaning set forth in Section 9.3 hereof.

“Minimum Counterparty Rating” shall mean (a) either (i) a long term unsecured rating of “A+” from S&P or (ii) both a short term credit rating from S&P of at least “A-1+” and a long term credit rating from S&P of at least “A” or (b) is otherwise acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation to the effect that such counterparty shall not cause a downgrade, withdrawal or qualification of the ratings assigned, or to be assigned, to the Securities or any class thereof in any Securitization (or, after a Securitization, if applicable, the equivalent of the foregoing by the applicable Rating Agencies).

“Minimum Debt Yield” shall mean a Debt Yield of no less than 14.084%.

“Minimum Disbursement Amount” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000).

“Monthly Insurance Deposit” shall have the meaning set forth in Section 6.3.1 hereof.

“Monthly Payment Date” shall mean the ninth (9th) calendar day of every calendar month occurring during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day, commencing on March 9, 2017 and continuing to and including the Maturity Date.

“Monthly Tax Deposit” shall have the meaning set forth in Section 6.2.1 hereof.

“Moody’s” shall mean ▇▇▇▇▇’▇ Investors Service, Inc.

“▇▇▇▇▇▇ ▇▇▇▇▇▇▇” shall mean ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. and its Affiliates.

“▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Group” shall have the meaning set forth in Section 9.2(b) hereof.

“Morningstar” shall mean Morningstar Credit Ratings, LLC.

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“Net Proceeds” shall mean:  (i) the net amount of all insurance proceeds payable as a result of a Casualty to an Individual Property, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award relating to a Condemnation of an Individual Property, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award (“Condemnation Net Proceeds”).

“Net Proceeds Deficiency” shall have the meaning set forth in Section 5.3.2(f) hereof.

“Net Worth” shall mean net worth as calculated in accordance with generally accepted accounting principles (or other principles acceptable to Lender)(provided, however, such calculation shall be based on the undepreciated book value of assets).

“New Brand Manager PIP” shall have the meaning set forth in Section 4.1.26 hereof.

“New Non-Consolidation Opinion” shall mean a substantive non-consolidation opinion provided by outside counsel acceptable to Lender and the Rating Agencies and otherwise in form and substance acceptable to Lender and the Rating Agencies or, if reasonably acceptable to Lender and acceptable to the Rating Agencies, an update to the Insolvency Opinion or any New Non-Consolidation Opinion, as applicable, in form and substance reasonably acceptable to Lender and acceptable to the Rating Agencies.

“New PIP” shall have the meaning set forth in Section 4.1.22 hereof.

“Non-Excluded Taxes” shall have the meaning set forth in Section 2.5(a) hereof.

“Non-U.S. Corporate Lender” shall have the meaning set forth in Section 2.5(e) hereof.

“Note” shall have the meaning set forth in Section 2.1.3 hereof.

“Notice” shall have the meaning set forth in Section 11.6 hereof.

“Obligations” shall have the meaning set forth in Section 11.32 hereof.

“OFAC” shall have the meaning set forth in Section 3.1.41 hereof.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized senior officer of Borrower or SPC Party.

“OL Constituent Member” shall have the meaning set forth in Section 3.1.24(k) hereof.

“Open Period Commencement Date” shall mean July 18, 2018.

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“Operating Expenses” shall mean all expenses, computed in accordance with the Approved Accounting Method, of whatever kind and from whatever source, relating to the ownership, operation, repair, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including, without limitation (and without duplication), Taxes, Insurance Premiums, cost of goods sold, reservation assessments, room expenses, food and beverage expenses, telephone expenses, credit card commissions, management fees (whether or not actually paid) equal to the greater of the actual management fees and three percent (3%) of annual Operating Income, incentive management fees, license and marketing fees equal to the greater of the actual license and marketing fees and three percent (3%) of annual room revenue, costs attributable to the ordinary operation, repair and maintenance of the systems for heating, ventilation and air conditioning, advertising expenses, general and administrative expenses, local license fees, utilities, payroll and related taxes, computer processing charges, operating equipment or other lease payments as approved by Lender, bond assessments and other similar costs, in each instance, actually paid for by Borrower.  Operating Expenses shall not include Debt Service, deposits into the Reserve Funds, FF&E Expenditures, expenditures for property-improvement plans or other expenses which are paid from escrows required by the Loan Documents, any payment or expense for which Borrower was or is to be reimbursed from proceeds of the loan or insurance or by any third party, federal, state or local income taxes, any non-cash charges such as depreciation and amortization, and any item of expense otherwise includable in Operating Expenses which is paid directly by any Tenant except real estate taxes paid directly to any taxing authority by any Tenant, and any rent paid under the Operating Lease.  Lender’s calculation of Operating Expenses shall be conclusive and binding on Borrower absent manifest error.

“Operating Income” shall mean all revenue derived from the ownership and operation of the Property from whatever source, including, without limitation, all income, rents, room rates, cash and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms and recreational facilities and otherwise, health club and/or spa membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, rental income reflected in a current rent roll for all Tenants paying rent and in actual physical occupancy of their respective space demised pursuant to Leases which are in full force and effect (whether denominated as basic rent, additional rent, escalation payments, electrical payments or otherwise), common area maintenance, real estate tax recoveries, utility recoveries, other miscellaneous expense recoveries, other required pass-throughs, business interruption, rent loss or other similar insurance proceeds and other miscellaneous income.  Operating Income shall not include Insurance Proceeds (other than proceeds of rent loss, business interruption or other similar insurance allocable to the applicable period), Condemnation Proceeds (other than Condemnation Proceeds arising from a temporary taking or the use and occupancy of all or part of the applicable Individual Property allocable to the applicable period), proceeds of any financing, proceeds of any sale, exchange or transfer of the Property or any part thereof or interest therein, capital contributions or loans to Borrower or an Affiliate of Borrower, any item of income otherwise includable in Operating Income but paid directly by any Tenant to a Person other than Borrower, any other extraordinary, non-recurring revenues, payments paid by or on behalf of any Tenant under a Lease which is the subject of any proceeding or action relating to its bankruptcy, reorganization or other arrangement pursuant to the Bankruptcy Code or any similar federal or state law or which has been adjudicated a

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bankrupt or insolvent unless such Lease has been affirmed by the trustee in such proceeding or action pursuant to a final, non-appealable order of a court of competent jurisdiction, payments paid by or on behalf of any Tenant under a Lease the demised premises of which are not occupied either by such Tenant or by a sublessee thereof, payments paid by or on behalf of any Tenant under a Lease in whole or partial consideration for the termination of any Lease, sales tax rebates from any Governmental Authority, sales, use and occupancy taxes on receipts required to be accounted for by Borrower to any Governmental Authority, payments from any Tenant in default under its Lease beyond any applicable notice and cure periods, payments from any Tenant that has expressed its intention (directly, constructively or otherwise) to not renew or to terminate, cancel and/or reject its applicable Lease, refunds and uncollectible accounts, interest income from any source other than the Reserve Funds required pursuant to this Agreement or the other Loan Documents, unforfeited security deposits, utility and other similar deposits, income from Tenants not paying rent or any disbursements to Borrower from the Reserve Funds, or rental payments under the Operating Lease.  Lender’s calculation of Operating Income shall be conclusive and binding on Borrower absent manifest error.

“Operating Lease” shall mean, individually and/or collectively, as the context may require, the Philadelphia Operating Lease, the Sapphire Plano Operating Lease, the Sapphire Seattle Operating Lease, the Sapphire Tampa Operating Lease, and the SF Operating Lease.

“Operating Lease Modification” shall have the meaning set forth in Section 4.1.23 hereof.

“Operating Lease Termination Documents” shall have the meaning set forth in Section 4.1.23 hereof.

“Operating Lessee” shall have the meaning set forth in the Preamble hereof.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Taxes” shall have the meaning set forth in Section 2.5(b) hereof.

“Overlapping Brand Manager PIP Work” shall have the meaning set forth in Section 4.1.26 hereof.

“Overlapping Franchisor PIP Work” shall have the meaning set forth in Section 4.1.22 hereof.

“Overlapping PIP Work” shall have the meaning set forth in Section 6.4 hereof.

“PACE Transaction” shall have the meaning ascribed to such term in the definition of “Indebtedness” above.

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“PAID” shall mean Philadelphia Authority for Industrial Development, a body corporate and politic existing under the laws of the Commonwealth of Pennsylvania.

“Participant” shall mean any Person that has purchased a participation in this Loan Agreement pursuant to Section 11.27 hereof.

“Patriot Act” shall have the meaning set forth in Section 3.1.42 hereof.

“Permitted Advised Entity Guarantor” shall have the meaning set forth in Section 8.2 hereof.

“Permitted Advised Entity Transfer” shall have the meaning set forth in Section 8.2 hereof.

“Permitted Advised Entity Transferee” shall have the meaning set forth in Section 8.2 hereof.

“Permitted Encumbrances” shall mean (i) the Liens and security interests created by the Loan Documents and the Incentive Documents, (ii) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy, (iii) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, (iv) the Operating Lease, Ground Lease, Prime Ground Lease, Management Agreement, Brand Management Agreement, and Franchise Agreement, (v) rights of existing and future Tenants pursuant to written Leases in existence or entered into in accordance with the terms of this Agreement, (vi) Permitted Equipment Leases, (vii) mechanics’, materialmen’s or similar Liens, in each case, only if being diligently contested in good faith and by appropriate proceedings in accordance with the terms of Section 3.6(b) of the Security Instrument and the terms of the other Loan Documents, (viii) any and all governmental, public utility and private restrictions, covenants, reservations, easements, and licenses which may hereafter be granted by Borrower after the Closing Date and which do not individually, or in the aggregate, have a Material Adverse Effect, and (ix) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Equipment Leases” shall mean equipment leases or financing or other similar instruments entered into with respect to the Equipment and/or the Personal Property with respect to an Individual Property provided, that, in each case, such equipment leases, financing or similar instruments (i) are entered into on commercially reasonable terms and conditions in the ordinary course of Borrower’s business, and (ii) relate to Equipment and/or Personal Property which is (A) used in connection with the operation and maintenance of the Property in the ordinary course of Borrower’s business and (B) readily replaceable without material interference or interruption to the operation of the Property.

“Permitted Equity Transfer” shall have the meaning set forth in Section 8.2 hereof.

“Permitted Non-Controlling Pledge” shall mean the pledge of any Person’s interests in any Restricted Party (other than a pledge of a direct interest in Borrower, Operating Lessee and/or any SPC Party) which is provided to secure any debt facility of such Person or

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other obligation or liability, whether or not of such Person; provided, that (i) such pledged interests do not represent a Controlling interest in Borrower, Operating Lessee or any SPC Party, and (ii) the aggregate percentage of indirect interests in Borrower, Operating Lessee or any SPC Party pledged pursuant to Permitted Non-Controlling Pledges, at any one time, shall not exceed a forty-nine percent (49%) indirect interest in Borrower.

“Permitted Pledge” shall mean, any one or more of the following: (i) a Permitted Sponsor Pledge, and/or (ii) a Permitted Non-Controlling Pledge.

“Permitted Sponsor Pledge” shall mean the pledge of any Person’s direct or indirect equity interest in Ashford Prime TRS Corporation, Guarantor or any owner, member, shareholder or partner of Guarantor, or a portion thereof; provided, that the repayment of the debt or obligations such pledge secures is not specifically tied solely to the cash flow of the Property (as opposed to, for example, the cash flow from a group of properties).

“Permitted Transfer Date” shall have the meaning set forth in Section 8.1 hereof.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning set forth in the granting clause of the Security Instrument.

“Philadelphia Borrower” shall have the meaning set forth in the Preamble hereof.

“Philadelphia Operating Lease” shall mean that certain Lease Agreement, by and between Philadelphia Borrower and Philadelphia Operating Lessee, dated December 2, 2011, as amended by that certain First Amendment to Lease Agreement, dated January 1, 2013.

“Philadelphia Operating Lessee” shall have the meaning set forth in the Preamble hereof.

“Philadelphia Property” shall mean the Philadelphia Property as shown on Schedule IX attached hereto and made a part hereof.

“PIP” shall mean any property improvement plan or similar requirement under the Brand Management Agreement and/or the Franchise Agreement, as applicable.

“PIP/FF&E Overlapping PIP Work” shall have the meaning set forth in Section 6.7.1 hereof.

“PIP Deposit Amount” shall have the meaning set forth in Section 4.1.22 hereof.

“PIP Reserve Funds” shall have the meaning set forth in Section 6.7.1 hereof.

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“PIP Reserve True-Up” shall have the meaning set forth in Section 6.7.1 hereof.

“PIP Work” shall mean the work required to be completed pursuant to the terms of the PIPs set forth on Schedule XI attached hereto.

“Plano Borrower” shall have the meaning set forth in the Preamble hereof.

“Plano Property” shall mean the Plano Property as shown on Schedule IX attached hereto and made a part hereof.

“Policies” shall have the meaning specified in Section 5.1.1(b) hereof.

“Prepayment Date” shall have the meaning set forth in Section 2.5 hereof.

“Prime Ground Lease” shall mean, collectively, that certain Shopping Center Lease by and between Hillsborough County Aviation Authority, a public body corporate existing under the laws of the State of Florida, as lessor, and Tampa Westshore Associates Limited Partnership, a Delaware limited partnership, as lessee, dated September 10, 1998 and recorded with Hillsborough Recorder’s Office in Book 09535, Page 0001, as amended by that First Amendment to Shopping Center Lease dated as of June 1, 2001 and recorded on July 25, 2001, with the Hillsborough Recorder’s Office in Book 10958, Page 1851, as further amended by that certain Second Amendment to Shopping Center Lease dated as of November 3, 2011 and recorded on November 21, 2011 with the Hillsborough Recorder’s Officer in Book 20817, Page 246.

“Prior Loans” shall mean any prior Indebtedness of any of the Borrowers.

“Proceeds Deficiency” shall have the meaning set forth in the defined term “Allocated Loan Amount”.

“Prohibited Transfer” shall have the meaning set forth in Section 4.2.1 hereof.

“Project Note” shall have the meaning set forth in the definition of “Incentive Documents” herein.

“Property” shall mean, collectively, the Individual Properties.

“Property Sale” shall have the meaning set forth in Section 8.1 hereof.

“Prudent Lender Standard” shall, with respect to any matter, be deemed to have been met if the matter in question (i) prior to a Securitization, is reasonably acceptable to Lender and (ii) after a Securitization, (A) if permitted by REMIC Requirements applicable to such matter, would be reasonably acceptable to Lender or (B) if the Lender discretion in the foregoing subsection (A) is not permitted under such applicable REMIC Requirements, would be acceptable to a prudent lender of securitized commercial mortgage loans.

“Qualified Brand” means a hotel brand of any Individual Property existing on the Closing Date or any other hotel brand as set forth in Schedule IV attached hereto.

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“Qualified Brand Manager” shall mean either (a) Brand Manager, (b) a manager for a Qualified Brand, or (c) in the reasonable judgment of Lender, a reputable and experienced manager reasonably acceptable to Lender possessing experience in flagging hotel properties similar in size, scope, use and value as the applicable Individual Property, provided that, with respect to this clause (c), Borrower shall have obtained (i) at Lender’s option, a Rating Agency Confirmation, and (ii) if such Person is an Affiliate of Borrower, a New Non-Consolidation Opinion.

“Qualified Franchisor” shall mean either (a) Franchisor, (b) a franchisor for a Qualified Brand, or (c) in the reasonable judgment of Lender, a reputable and experienced franchisor reasonably acceptable to Lender possessing experience in flagging hotel properties similar in size, scope, use and value as the applicable Individual Property, provided that, with respect to this clause (c), Borrower shall have obtained (i) at Lender’s option, a Rating Agency Confirmation and (ii) if such Person is an Affiliate of Borrower, a New Non-Consolidation Opinion.

“Qualified Manager” shall mean (a) Remington or an Affiliate of Remington, (b) a Qualified Brand Manager, or (c) a reputable and experienced professional management organization approved by Lender (which such approval may, at Lender’s option, be conditioned upon Lender’s receipt of a Rating Agency Confirmation with regard to both the identity of the proposed manager and the replacement management agreement pursuant to which such manager will be employed).

“Rating Agencies” shall mean each of S&P, Moody’s, Fitch, DBRS, Morningstar, Kroll and any other nationally-recognized statistical rating agency (and any successor to any of the foregoing), but only to the extent that (i) prior to a Securitization, such Rating Agency has been designated by Lender, or is anticipated to be designated by Lender, in connection with any Secondary Market Transaction and (ii) after the occurrence of a Securitization, such Rating Agency has been designated (i.e., hired) by Lender to rate the Securities.

“Rating Agency Confirmation” shall mean a written affirmation from each of the Rating Agencies that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.  For the purposes of this Agreement and the other Loan Documents, if (1) any Rating Agency shall waive, decline or refuse to review or otherwise engage any request for a Rating Agency Confirmation hereunder or under the other Loan Documents (collectively, a “RA Declination Event”), or (2) Lender (or any Servicer acting on Lender’s behalf) determines pursuant to and in accordance with any applicable pooling and servicing agreement that a Rating Agency Confirmation is not required (a “RAC Refusal Event”) (hereinafter, each of an RA Declination Event and a RAC Refusal Event, collectively, a “RAC Satisfaction Condition”), such RAC Satisfaction Condition shall be deemed (for such request only) to satisfy the condition that a Rating Agency Confirmation by such Rating Agency (only) be obtained for purposes of this Agreement or the other Loan Documents, as applicable.  For purposes of clarity, any RA Declination Event or RAC Refusal Event, as applicable, shall not be deemed a RA Declination

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Event or RAC Refusal Event, as applicable, for any subsequent request for a Rating Agency Confirmation hereunder or under the other Loan Documents, and the condition for Rating Agency Confirmation pursuant to this Agreement and the other Loan Documents for any subsequent request shall apply regardless of any previous RA Declination or RAC Refusal Event, as applicable.

“REA” shall mean, collectively, as the same may be amended, restated, supplemented or otherwise modified from time to time, those certain agreements more specifically described on Schedule V attached hereto and made a part hereof and any future reciprocal easement or similar agreement affecting the Property (or any portion thereof) entered into in accordance with the applicable terms and conditions hereof.

“Register” shall have the meaning set forth in Section 11.27 hereof.

“Registration Statement” shall have the meaning set forth in Section 9.2(b) hereof.

“Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect, including any successor or other Regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Reimbursement Contribution” shall have the meaning set forth in Section 11.32 hereof.

“Related Loan” shall mean a loan made to an Affiliate of Borrower or secured by a Related Property that is included in a Securitization with the Loan.

“Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to one or more of the Properties.

“Release Debt Yield Paydown” shall have the meaning set forth in Section 2.7(a)(viii) hereof.

“Release Price” shall mean, with respect to each Individual Property, 115% of the Allocated Loan Amount.

“Release Property” shall have the meaning set forth in Section 2.7 hereof.

“Relevant Sections” shall have the meaning set forth in Section 9.2(b) hereof.

“REMIC Opinion” shall mean, as to any matter, an opinion as to the compliance of such matter with applicable REMIC Requirements (which such opinion shall be, in form and

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substance and from a provider, in each case, reasonably acceptable to Lender and acceptable to the Rating Agencies).

“REMIC Requirements” shall mean any applicable legal requirements relating to any REMIC Trust (including, without limitation, any constraints, rules and/or other regulations and/or requirements relating to the servicing, modification and/or other similar matters with respect to the Loan (or any portion thereof and/or interest therein)).

“REMIC Trust” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Note.

“Remington” shall mean Remington Lodging & Hospitality, LLC, a Delaware limited liability company, provided that, there is no change in Control or management of such entity from that which exists as of the date hereof, other than a transfer of Control of such entity to Ashford Inc.

“Rents” shall mean, with respect to each Individual Property, all rents, moneys payable as damages or in lieu of rent, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower or its agents or employees from any and all sources arising from or attributable to such Individual Property.

“Replacement Brand Management Agreement” shall mean either (a) a management, trademark and license agreement with a Qualified Brand Manager substantially in the same form and substance as any Brand Management Agreement in effect as of the Closing Date or entered into after the Closing Date in accordance with the terms hereof, in each case, for any Individual Property, or (b) a management, trademark and license agreement with a Qualified Brand Manager, which management, trademark and license agreement shall be reasonably acceptable to Lender (which such approval by Lender shall be subject to Section 4.1.26(i) hereof) in form and substance, provided that, with respect to this subclause (b), Lender, at its option, may require that Borrower shall have obtained a Rating Agency Confirmation.

“Replacement Franchise Agreement” shall mean either (a) a franchise, trademark and license agreement with a Qualified Franchisor substantially in the same form and substance as any Franchise Agreement in effect as of the Closing Date or entered into after the Closing Date in accordance with the terms hereof, in each case, for any Individual Property, or (b) a franchise, trademark and license agreement with a Qualified Franchisor, which franchise, trademark and license agreement shall be either (x) on Franchisor’s then FDD form franchise agreement with such modifications to such form as are not materially adverse to Borrower or Lender or (y) reasonably acceptable to Lender (which such approval by Lender shall be subject to Section 4.1.22(h) hereof) in form and substance, provided that, with respect to this subclause (b)(y), Lender, at its option, may, if required by any pooling and servicing agreement in connection with a Securitization of the Loan, require that Borrower shall have obtained a Rating Agency Confirmation.

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“Replacement Management Agreement” shall mean (a) a management agreement between Borrower or Operating Lessee and Remington or an Affiliate of Remington substantially in the same form and substance as the agreement attached hereto as Schedule XVI, provided that, in the event such management agreement provides for higher management fees than that set forth in the form of management agreement attached hereto as Schedule XVI or otherwise materially increases the obligations of Operating Lessee thereunder, such Replacement Management Agreement shall be subject to Lender’s reasonable consent (which consent shall be subject to Section 7.2(b) hereof), or (b) a Replacement Brand Management Agreement.

“Required FF&E Balance” shall have the meaning set forth in Section 2.7(a) hereof.

“Required Rating” shall mean a rating of not less than “A-1” (or its equivalent) from each of the Rating Agencies if the term of such Letter of Credit is no longer than three (3) months or if the term of such Letter of Credit is in excess of three (3) months, a rating of not less than “A” (or its equivalent) from each of the Rating Agencies, or, if a Securitization has not occurred, such other rating that is reasonably acceptable to Lender or, if a Securitization shall have occurred, such other rating with respect to which Lender shall have received a Rating Agency Confirmation.

“Reserve Funds” shall mean, collectively, the FF&E Expenditure Funds, the Insurance Funds, the Tax Funds, the PIP Reserve Funds, and any other escrow funds established by this Agreement or the other Loan Documents.

“Reserve Requirements” means with respect to any Interest Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Interest Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of liabilities which includes deposits by reference to which LIBOR is determined or against any category of extensions of credit or other assets which includes loans by a non United States office of a depository institution to United States residents or loans which charge interest at a rate determined by reference to such deposits) during the Interest Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D.  The determination of the Reserve Requirements shall be based on the assumption that Lender funded 100% of the Loan in the interbank eurodollar market.  In the event of any change in the rate of such Reserve Requirements under Regulation D during the Interest Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Requirements, or differing Reserve Requirements, on one or more but not all of the holders of the Loan or any participation therein, Lender may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Requirements which shall be used in the computation of the Reserve Requirements.  Lender’s computation of same shall be final absent manifest error.

“Restoration” shall have the meaning set forth in Section 5.2.1 hereof.

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“Restoration Threshold” shall mean, with respect to each Individual Property, five percent (5.0%) of the initial Allocated Loan Amount with respect to such Individual Property.

“Restricted Party” shall mean Borrower, Operating Lessee, Guarantor, Sponsor, any SPC Party (if any), or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of Borrower, Operating Lessee, Guarantor, Sponsor, any SPC Party (if any) or any non-member manager, other than shareholders of any publicly traded company on a nationally recognized stock exchange or other nationally recognized public market in the United States or holders of the operating partnership interests convertible to publicly traded common stock in Ashford Hospitality Prime Limited Partnership or in any operating partnership owned directly by any public or private REIT in connection with a Permitted Advised Entity Transfer.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest.

“San Francisco Borrower” shall have the meaning set forth in the Preamble hereof.

“San Francisco Property” shall mean the San Francisco Property as shown on Schedule IX attached hereto and made a part hereof.

“Sapphire Operating Lessee” shall have the meaning set forth in the Preamble hereof.

“Sapphire Plano Operating Lease” shall mean that certain Lease Agreement, by and between Plano Borrower and Sapphire Operating Lessee, dated April 11, 2007, as amended by that certain First Amendment to Lease Agreement, dated April 11, 2007, as further amended by that certain Second Amendment to Lease Agreement, dated April 1, 2009, and as further amended by that certain Third Amendment to Lease Agreement, dated January 1, 2013.

“Sapphire Seattle Operating Lease” shall mean that certain Lease Agreement, by and between Seattle Borrower and Sapphire Operating Lessee, dated April 11, 2007, as amended by that certain First Amendment to Lease Agreement, dated April 11, 2007, as further amended by that certain Second Amendment to Lease Agreement, dated April 1, 2009, and as further amended by that certain Third Amendment to Lease Agreement, dated January 1, 2013.

“Sapphire Tampa Operating Lease” shall mean that certain Lease Agreement, by and between Tampa Borrower and Sapphire Operating Lessee, dated April 11, 2007, as amended by that certain First Amendment to Lease Agreement, dated April 11, 2007, as further

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amended by that certain Second Amendment to Lease Agreement, dated April 1, 2009, and as further amended by that certain Third Amendment to Lease Agreement, dated January 1, 2013.

“Seattle Borrower” shall have the meaning set forth in the Preamble hereof.

“Seattle Property” shall mean the Seattle Property as shown on Schedule IX attached hereto and made a part hereof.

“Secondary Market Transaction” shall have the meaning set forth in Section 9.1(a) hereof.

“Section 2.5 Certificate” shall have the meaning set forth in Section 2.5 hereof.

“Section 2.5 Taxes” shall have the meaning set forth in Section 2.5 hereof.

“Securities” shall have the meaning set forth in Section 9.1(a) hereof.

“Securities Act” shall have the meaning set forth in Section 9.2(a) hereof.

“Securitization” shall have the meaning set forth in Section 9.1(a) hereof.

“Security Instrument” and “Security Instruments” shall mean, individually and/or collectively, as the context may require, each first priority mortgage, deed of trust or similar security instrument, as security for the Loan and encumbering the Property (or any portion thereof), as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Servicer” shall have the meaning set forth in Section 11.24 hereof.

“Servicing Agreement” shall have the meaning set forth in Section 11.24 hereof.

“Severed Loan Documents” shall have the meaning set forth in Section 10.2(c) hereof.

“SF Operating Lease” shall mean that certain Lease Agreement, by and between San Francisco Borrower and Ashford TRS VI LLC, a Delaware limited liability company (predecessor-in-interest to SF Operating Lessee), dated April 11, 2007, as amended by that certain First Amendment to Lease Agreement, dated April 11, 2007, as further amended by that certain Second Amendment to Lease Agreement, dated April 1, 2009, and as further amended by that certain Third Amendment to Lease Agreement, dated January 1, 2013.

“SF Operating Lessee” shall have the meaning set forth in the Preamble hereof.

“Short Interest” shall have the meaning set forth in Section 2.4.1 hereof.

“Significant Obligor” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

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“SPC Party” shall have the meaning set forth in Section 3.1.24(f) hereof.

“Special Member” shall have the meaning set forth in Section 3.1.24(g) hereof.

“Sponsor” shall mean, as applicable, (a) Ashford Hospitality Prime Limited Partnership or (b) after a Permitted Advised Entity Transfer, the Permitted Advised Entity Guarantor.

“Spread” shall mean (a) with respect to Component A, a rate of two and fifty-eight hundredths percent (2.58%) per annum, (b) with respect to Component B, a rate of two and fifty-eight hundredths percent (2.58%) per annum, (c) with respect to Component C, a rate of two and fifty-eight hundredths percent (2.58%) per annum, (d) with respect to Component D, a rate of two and fifty-eight hundredths percent (2.58%) per annum and (e) with respect to the Component E, a rate of two and fifty-eight hundredths percent (2.58%) per annum, provided that, in the event Borrower exercises its right to effectuate the third (3rd) Extension Option, the fourth (4th) and the fifth (5th) Extension Option, then the Spread for each Component shall increase by 0.125% for each Extension Option.

“Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the outstanding principal balance of the Loan in accordance with the terms hereof, (a) if such prepayment is made prior to the Open Period Commencement Date, an amount equal to the present value, discounted at LIBOR on the most recent Determination Date with respect to any period when the Loan is a LIBOR Loan (or, with respect to any period when the Loan is a Substitute Rate Loan, discounted at an interest rate that Lender believes, in its judgment, would equal LIBOR on such Determination Date if LIBOR was then available), of all future installments of interest which would have been due hereunder from the end of the Interest Period in which such prepayment occurs through and including the end of the Interest Period in which the Open Period Commencement Date occurs, on the portion of the outstanding principal balance of the Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the Spread and (b) if such prepayment is made on or after the Open Period Commencement Date, then no Spread Maintenance Premium shall be due and payable.  The Spread Maintenance Premium shall be calculated by Lender and shall be final absent manifest error.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Substitute Rate” shall have the meaning set forth in Section 2.2.3(b) hereof.

“Substitute Rate Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at the Substitute Rate plus the Substitute Spread in accordance with the provisions of Article II hereof.

“Substitute Spread” shall have the meaning set forth in Section 2.2.3(b) hereof.

“Survey” shall mean, with respect to an Individual Property, a survey of such Individual Property prepared by a surveyor licensed in the State and satisfactory to Lender and

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the company or companies issuing the Title Insurance Policy, and containing a certification of such surveyor satisfactory to Lender.

“Tampa Borrower” shall have the meaning set forth in the Preamble hereof.

“Tampa Property” shall mean the Tampa Property as shown on Schedule IX attached hereto and made a part hereof.

“Tax Funds” shall have the meaning set forth in Section 6.2.1 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon.

“Tenant” shall mean any Person obligated by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) under any Lease now or hereafter affecting all or any part of the Property.

“TIF Agreement” shall have the meaning set forth in the definition of “Incentive Documents” herein.

“TIF Loan” shall mean that certain loan by Marriott to PAID in the principal amount of $10,000,000.

“TIF Note” shall have the meaning set forth in the definition of “Incentive Documents” herein.

“Title Insurance Policy” shall mean those certain ALTA mortgagee title insurance policies in the form reasonably acceptable to Lender issued with respect to each Individual Property and insuring the lien of the Security Instrument(s).

“Trustee” shall mean any trustee holding the Loan in a Securitization.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the applicable State.

“Underwriter Group” shall have the meaning set forth in Section 9.2(b) hereof.

“Underwritten NOI” shall mean Underwritten Operating Income less Underwritten Operating Expenses.  Lender’s calculation of Underwritten NOI (including determination of items that do, and do not, qualify as Operating Income or Operating Expenses) shall be calculated by Lender in good faith and shall be final absent manifest error.

“Underwritten Operating Expenses” shall mean the trailing twelve (12) months of Operating Expenses, based on the most recent operating statements and such other information as is required to be delivered by Borrower pursuant to Section 4.1.6 hereof, less any actual non-recurring Operating Expenses for such trailing twelve (12) month period less FF&E Expenditures equal to the greater of (i) four percent (4%) of Operating Income or (ii) if

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applicable, the percentage of Operating Income being reserved by any Brand Manager, in each case, with respect to each Individual Property, each on a trailing twelve (12) month period. Lender’s calculation of Underwritten Operating Expenses shall be conclusive and binding on Borrower absent manifest error.

“Underwritten Operating Income” shall mean the trailing twelve (12) months of Operating Income based on the most recent operating statements and such other information as is required to be delivered by Borrower pursuant to Section 4.1.6 hereof. Lender’s calculation of Underwritten Operating Income shall be conclusive and binding on Borrower absent manifest error.

“Uniform System of Accounts” shall mean the most recent edition of the Uniform System of Accounts for Hotels, as adopted by the American Hotel and Motel Association.

“Updated Information” shall have the meaning set forth in Section 9.1(b)(i) hereof.

“U.S. Obligations” shall mean “government securities” as defined in Section 2(a)(16) of the Investment Company Act of 1940 and within the meaning of Treasury Regulation Section 1.860G-2(a)(8); provided, that, (i) such “government securities” are not subject to prepayment, call or early redemption and (ii) the aforesaid laws and regulations shall be deemed to refer to the same as may be and/or may hereafter be amended, restated, replaced or otherwise modified.

“Withdrawn Allocated Amount” shall have the meaning set forth in the defined term “Allocated Loan Amount” in this Agreement.

Section 1.2                                   Principles of Construction.  All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified.  Any reference in this Agreement or in any other Loan Document to any Loan Document shall be deemed to include references to such documents as the same may hereafter be amended, modified, supplemented, extended, replaced and/or restated from time to time (and, in the case of any note or other instrument, to any instrument issued in substitution therefor).  Unless otherwise specified, the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

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ARTICLE II.

THE LOAN

Section 2.1            The Loan.

2.1.1       Agreement to Lend and Borrow.  Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make the Loan to Borrower and Borrower hereby agrees to accept the Loan from Lender on the Closing Date.

2.1.2       Single Disbursement to Borrower.  Borrower shall receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3       The Note.  The Loan shall be evidenced by that certain Amended and Restated Promissory Note of even date herewith, in the stated principal amount of Three Hundred Sixty-Five Million and No/100 Dollars ($365,000,000) executed by Borrower and payable to the order of Lender in evidence of the Loan (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, the “Note”) and shall be repaid in accordance with the terms of this Agreement and the Note.

2.1.4       Use of Proceeds.  Borrower shall use proceeds of the Loan to pay, defease and/or discharge any existing loans relating to the Property (other than the Project Note) and for such other lawful purposes as Borrower may designate.  The proceeds of the Loan shall be used for the business purposes of the Borrower as set forth in this Section 2.1.4, and shall in no event be used for consumer, family or household purposes.

2.1.5       Components of the Loan.  For the purpose of computing interest payable from time to time on the principal amount of the Loan and certain other computations set forth herein, the principal balance of the Loan shall be divided into Components A through E. The principal amount of each Component shall be as follows:  (a) Component A having a principal balance of $163,000,000.00, (b) Component B having a principal balance of $49,500,000.00, (c) Component C having a principal balance of $23,500,000.00, (d) Component D having a principal balance of $75,000,000.00 and (e) Component E having a principal balance of $54,000,000.00.

Section 2.2            Interest Rate.

2.2.1       Applicable Interest Rate.  Except as herein provided with respect to interest accruing at the Default Rate, interest on the outstanding principal balance of each Component shall accrue from the Closing Date up to and including the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of each Component through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)) at the Applicable Interest Rate.  Interest on the outstanding principal balance of each Component existing on the commencement of an Interest Period shall accrue for the entire Interest Period and shall be owed by Borrower for the entire Interest Period regardless of whether any principal portion of the Loan is repaid prior to the expiration of such Interest Period.

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2.2.2       Interest Calculation.  Interest on the outstanding principal balance of each Component shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate for each Component, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance of each such Component.  The accrual period for calculating interest due on each Monthly Payment Date shall be the Interest Period in which such Monthly Payment Date occurs.  Borrower understands and acknowledges that such interest accrual requirement results in more interest accruing on the Loan than if either a thirty (30) day month and a three hundred sixty (360) day year or the actual number of days and a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Loan.

2.2.3       Determination of Interest Rate.

(a)           Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the first day on which such change in the Applicable Interest Rate shall become effective.  Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(b)           In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall, by notice to Borrower (“Lender’s Notice”), which notice shall set forth in reasonable detail such circumstances, establish the Applicable Interest Rate at Lender’s then customary spread (the “Substitute Spread”), which Substitute Spread shall be calculated for each Component, taking into account the size of the Loan and the creditworthiness of Borrower, above a published index used for variable rate loans as reasonably determined by Lender (the “Substitute Rate”).

(c)           If, pursuant to the terms of this Agreement, the Loan has been converted to a Substitute Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Substitute Rate Loan shall automatically convert to a LIBOR Loan on the effective date set forth in such notice.  Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Loan to a Substitute Rate Loan.

(d)           If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make a LIBOR Loan shall be cancelled forthwith and (ii) Lender may give Borrower a Lender’s Notice, establishing the Applicable Interest Rate at the Substitute Rate plus the Substitute Spread, in which case the Applicable Interest Rate shall be a rate equal to the Substitute Rate in effect from time to time plus the Substitute Spread.  In the event the condition necessitating the cancellation of Lender’s obligation to make a LIBOR Loan hereunder shall cease, Lender shall promptly notify Borrower of such cessation and the Loan shall resume its characteristics as a LIBOR Loan in accordance

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with the terms herein from and after the first day of the Interest Period next following such cessation.  Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any out of pocket costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder.  Lender’s notice of such costs, as certified to Borrower, shall be set forth in reasonable detail and Lender’s calculation shall be conclusive absent manifest error.

(e)           In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i)            shall hereafter have the effect of reducing the rate of return on Lender’s capital (other than as a result of an increase in taxes) as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

(ii)           shall hereafter impose, modify, increase or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the rate hereunder (other than as a result of an increase in taxes); or

(iii)          shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender; provided, however, that Borrower shall not be required under this Section 2.2.3 to pay Lender additional amounts for additional costs or reduced amounts receivable that are attributable to an increase in taxes imposed on the Lender.  If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(e), Borrower shall not be required to pay same unless they are the result of requirements imposed generally on lenders similar to Lender and not the result of some specific reserve or similar requirement imposed on Lender as a result of Lender’s special circumstances.  If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(e), Lender shall provide Borrower with not less than thirty (30) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount.  A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence, executed by an authorized signatory of Lender and submitted by Lender to Borrower shall be conclusive in the absence of manifest error.  This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

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(f)            Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense (other than consequential and punitive damages) which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not the last day of an Interest Period, or (B) is the last day of an Interest Period if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate to the Substitute Rate plus the Substitute Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at a rate other than the Substitute Rate plus the Substitute Spread on a date other than the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”).  Whenever in this Section 2.2.3 the term “interest or fees payable by Lender to lenders of funds obtained by it” is used and no such funds were actually obtained from such lenders, it shall include interest or fees which would have been payable by Lender if it had obtained funds from lenders in order to maintain a LIBOR Loan hereunder.  Lender will provide to Borrower a statement detailing such Breakage Costs and the calculation thereof.

(g)           The provisions of this Section 2.2.3 shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

2.2.4       Usury Savings.  This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate.  If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder.  All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3            Loan Payments.

2.3.1       Payment Before Maturity Date.  Borrower shall make a payment to Lender of the aggregate amount of interest only on all Components on the Closing Date for the

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initial Interest Period.  On the Monthly Payment Date occurring in March, 2017 and on each Monthly Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Lender of the aggregate amount of interest accruing hereunder on all Components during the entire Interest Period in which such Monthly Payment Date occurs, calculated in the manner set forth herein.

2.3.2       Payment on Maturity Date.  (a)  Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Security Instrument and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the Maturity Date).

(b)           Borrower will have five (5) options to extend the Maturity Date of the Loan for consecutive one (1) year periods (each, an “Extension Option”).  In order to exercise the first such extension right, Borrower shall deliver to Lender written notice of such extension on or before January 9, 2019 and, upon giving of such notice of extension, and subject to the satisfaction of the conditions set forth below in this Section 2.3.2(b) on or before February 9, 2019, the Maturity Date as theretofore in effect will be extended to February 9, 2020.  In order to exercise the second such extension right, Borrower shall deliver to Lender written notice of such extension on or before January 9, 2020 and, upon the giving of such notice of extension, and subject to the satisfaction of the conditions set forth below in this Section 2.3.2(b) on or before February 9, 2020, the Maturity Date as theretofore in effect will be extended to February 9, 2021.  In order to exercise the third such extension right, Borrower shall deliver to Lender written notice of such extension on or before January 9, 2021 and, upon the giving of such notice of extension, and subject to the satisfaction of the conditions set forth below in this Section 2.3.2(b) on or before February 9, 2021, the Maturity Date as theretofore in effect will be extended to February 9, 2022.  In order to exercise the fourth such extension right, Borrower shall deliver to Lender written notice of such extension on or before January 9, 2022 and, upon the giving of such notice of extension, and subject to the satisfaction of the conditions set forth below in this Section 2.3.2(b) on or before February 9, 2022, the Maturity Date as theretofore in effect will be extended to February 9, 2023.  In order to exercise the fifth such extension right, Borrower shall deliver to Lender written notice of such extension on or before January 9, 2023 and, upon the giving of such notice of extension, and subject to the satisfaction of the conditions set forth below in this Section 2.3.2(b) on or before February 9, 2023, the Maturity Date as theretofore in effect will be extended to February 9, 2024.  The Maturity Date shall be extended pursuant to Borrower’s notices as aforesaid, provided that, the following conditions are satisfied:  (i) no Event of Default or Cash Sweep Reserve Period (as defined in the Cash Management Agreement) shall be in existence either at the time of Borrower’s notice or at the then current Maturity Date, provided, however, that Borrower may effectuate such extension upon making a Debt Yield Paydown (as defined in the Cash Management Agreement) on the then current Maturity Date, (ii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable extension under the same terms and conditions of the initial Interest Rate Protection Agreement entered into in connection with the Loan and shall provide an Assignment of Protection Agreement with respect thereto in the form of Assignment of Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to

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Lender; provided, that, notwithstanding the foregoing, the LIBOR strike price under any Interest Rate Protection Agreement entered into with respect to any extension option shall be a strike price which shall result in the Actual Debt Service Coverage Ratio being no less than 1.10 to 1.00, (iii) in connection with the exercise of the fourth (4th) and fifth (5th) Extension Options, the Debt Yield shall be no less than the Minimum Debt Yield, and (iv) Borrower shall deposit (or shall have deposited for the then current year) with Lender any PIP Reserve True-Up that may be required (which shall be calculated based on the cost of any PIP Work required by any Franchisor or Brand Manager during any such extended loan term). Notwithstanding the foregoing, in the event the requirements of clause (iii) above are not satisfied, Borrower shall be permitted to prepay the outstanding principal balance of the Loan in accordance with Section 2.4.1 hereof in such amount that causes such condition to be satisfied (the “Extension Debt Yield Paydown”). No consent, processing, administrative or similar fee shall be due and payable in connection with any Extension Option.

2.3.3       Interest Rate After Default.  In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of each Component shall accrue interest at the Default Rate, calculated from the date the Default occurred which led to such an Event of Default without regard to any grace or cure periods contained herein.

2.3.4       Late Payment Charge.  If any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment.  Any such amount shall be secured by the Security Instrument and the other Loan Documents.

2.3.5       Method and Place of Payment.  (a)  Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 1:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day. All payments under this Agreement and the Note shall be deemed timely paid if sufficient funds are contained in the Deposit Account (as defined in the Cash Management Agreement) on the date when due and Lender’s access to such sums is not restricted or constrained in any manner by applicable Legal Requirements, injunction or other court order, or as a result of any action, inaction or omission by Borrower, Operating Lessee, Guarantor or any other Borrower Party.

(b)           Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the immediately preceding Business Day.

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(c)                                  All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

Section 2.4       Prepayments.

2.4.1                     Voluntary Prepayments.  Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part.  At any time during the term of the Loan, Borrower may, provided no Event of Default has occurred and is continuing, at its option, prepay the Debt in whole but not in part (except (i) in connection with an Individual Property Release, including any Release Debt Yield Paydown, (ii) in connection with any Debt Yield Paydown (as defined in the Cash Management Agreement), (iii) in connection with an Extension Debt Yield Paydown, or (iv) as otherwise expressly provided for in this Agreement), provided the following conditions are met:

(a)                                 Borrower shall provide prior written notice to Lender specifying the date upon which the prepayment is to be made (as may be extended from time to time in accordance with the terms hereof, the “Prepayment Date”), which notice shall be delivered to Lender not less than thirty (30) days prior to such Prepayment Date (or such shorter period of time as may be permitted by Lender in its sole discretion) and which notice shall be irrevocable, except that Borrower may (i) extend the Prepayment Date up to sixty (60) days with two (2) days written notice to Lender (subject to the payment by Borrower to Lender of any reasonable, actual out-of-pocket costs and expenses resulting from such extension) or (ii) rescind the notice of such prepayment by written notice to Lender at least ten (10) days prior to the Prepayment Date (subject to the payment by Borrower to Lender of any reasonable out-of-pocket costs and expenses resulting from such rescission);

(b)                                 Borrower shall pay to Lender simultaneously with such prepayment the Spread Maintenance Premium, if applicable; and

(c)                                  if such prepayment is made on a day other than the last day of any Interest Period, then in connection with such prepayment Borrower shall pay to Lender, simultaneously with such prepayment, all interest on the principal balance of this Note then being prepaid which would have accrued through and including the last day of the Interest Period then in effect (“Short Interest”), notwithstanding that such Interest Period extends beyond the Prepayment Date together with any Breakage Costs. No consent, processing, administrative or similar fee is due in connection with any prepayment of the Loan.

2.4.2                     Mandatory Prepayments.  On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender does not make such Net Proceeds available to Borrower for a Restoration, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds.  Additionally, Borrower shall make the Condemnation Payment as and to the extent required hereunder.  In the event that Lender applies the Net Proceeds as a mandatory prepayment pursuant to the first sentence of this Section 2.4.2 in which the loss is in an aggregate amount exceeding twenty-five percent (25%) of the Allocated Loan Amount with respect to such Individual Property, Borrower may within one-hundred eighty (180) days following such application of Net Proceeds, at its

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option and upon thirty (30) days’ prior written notice to Lender, (a) prepay the Debt in whole (but, except as set forth in clause (b), not in part) or (b) obtain release by paying the Release Price of the affected Individual Property (the payment of such Release Price by Borrower shall be reduced by the amount of any Net Proceeds paid in connection with such release).  No Spread Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.2 or in connection with any Condemnation Payment, but Borrower shall be liable for any applicable Short Interest and Breakage Costs.  Any prepayment received by Lender pursuant to this Section 2.4.2 on a date other than the last day of any applicable Interest Period shall be held by Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the last day of such applicable Interest Period in effect.

2.4.3                     Application of Prepayments to Components. Provided no Event of Default is continuing, any prepayment of the principal amount of the Components made pursuant to the terms hereof shall be applied by Lender among the Components as follows: (a) first, to the reduction of the outstanding principal balance of Component A, until reduced to zero, (b) second, to the reduction of the outstanding principal balance of Component B until reduced to zero, (c) third, to the reduction of the outstanding principal balance of Component C until reduced to zero, (iv) fourth, to the reduction of the outstanding principal balance of Component D until reduced to zero, and (v) fifth, to the reduction of the outstanding balance of Component E, until reduced to zero. During the continuance of any Event of Default, any payment of principal may be applied by Lender among the Components in Lender’s sole discretion. .

Section 2.5       Taxes.

(a)                                 Any and all payments by Borrower under or in respect of this Agreement or any other Loan Document to which Borrower is a party shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, duties, deductions, assessments, fees, charges or withholdings (including backup withholdings), and all liabilities (including penalties, interest and additions to tax) with respect thereto, whether now or hereafter imposed, levied, collected, withheld or assessed by any taxation authority or other Governmental Authority (collectively, “Section 2.5 Taxes”), unless required by law.  If Borrower shall be required under any applicable Legal Requirement to deduct or withhold any Section 2.5 Taxes from or in respect of any sum payable under or in respect of this Agreement or any of the other Loan Documents to Lender, (i) Borrower shall make all such deductions and withholdings in respect of Section 2.5 Taxes, (ii) Borrower shall pay the full amount deducted or withheld in respect of Section 2.5 Taxes to the relevant taxation authority or other Governmental Authority in accordance with the applicable Legal Requirement, and (iii) the sum payable by Borrower shall be increased as may be necessary so that after Borrower has made all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.5) Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Agreement “Non-Excluded Taxes” are Section 2.5 Taxes other than, in the case of Lender, Section 2.5 Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which Lender is organized or of its Applicable Lending

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Office, or any political subdivision thereof, unless such Section 2.5 Taxes are imposed as a result of Lender having executed, delivered or performed its obligations or received payments under, or enforced, this Agreement or any of the other Loan Documents (in which case such Section 2.5 Taxes will be treated as Non-Excluded Taxes).

(b)                                 In addition, Borrower hereby agrees to pay any present or future stamp, recording, documentary, excise, property, intangible, filing or similar taxes, charges or levies that arise from any payment made under or in respect of this Agreement or any other Loan Document or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Agreement, the Note or any other Loan Document (collectively, “Other Taxes”).

(c)                                  Borrower hereby agrees to indemnify Lender for, and to hold Lender harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Section 2.5 Taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.5, imposed on or paid by Lender and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto.  The indemnity by Borrower provided for in this Section 2.5(c) shall apply and be made whether or not the Non-Excluded Taxes or Other Taxes for which indemnification hereunder is sought have been correctly or legally asserted.  A certificate as to the amount of such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.  Amounts payable by Borrower under the indemnity set forth in this Section 2.5(c) shall be paid within 10 days from the date on which the applicable Lender, as the case may be, makes written demand therefor.

(d)                                 Pursuant to Section 2.5(a), Lender shall take all reasonable actions (consistent with its internal policy and legal and regulatory restrictions) requested by Borrower to assist Borrower, as the case may be, at the sole expense of Borrower, to recover from the relevant taxation authority or other Governmental Authority any Section 2.5 Taxes in respect of which amounts were paid by Borrower pursuant to Sections 2.5(a), (b) or (c).  However, Lender will not be required to take any action that would be, in the sole judgment of Lender, legally inadvisable, or commercially or otherwise disadvantageous to Lender in any respect, and in no event shall Lender be required to disclose any tax returns or any other information that, in the sole judgment of Lender is confidential or proprietary. Within 30 days after the date of any payment of Section 2.5 Taxes, Borrower (or any Person making such payment on behalf of Borrower) shall furnish to Lender for its own account a certified copy of the original official receipt evidencing payment thereof.  In the case of any payment under or in respect of this Agreement or any of the other Loan Documents by or on behalf of Borrower through an account or branch outside the United States, or on behalf of Borrower by a payor that is not a United States person, if Borrower determines that no Section 2.5 Taxes are payable in respect thereof, Borrower shall furnish, or shall cause such payor to furnish, to Lender an opinion of counsel reasonably acceptable to Lender stating that such payment is exempt from Section 2.5 Taxes.  For purposes of Sections 2.5(e) and (f) of this Section 2.5, the terms “United States” and “United States Person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e)                                  Any Lender (including for avoidance of doubt any Participant, assignee or successor) that either (i) is not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) whose name does not include “Incorporated,” “Inc.,” “Corporation,” “Corp.,” “P.C.,” “insurance company,” or “assurance company” (a “Non-U.S.

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Corporate Lender”) shall deliver or cause to be delivered to Borrower and such other applicable Lenders on or prior to the date on which such Non U.S. Corporate Lender becomes a Lender under this Agreement or any other Loan Document (and from time to time thereafter, upon the reasonable request of Borrower or any Lender (that is not a Non U.S. Corporate Lender)) the following properly completed and duly executed documents:

(1)                                 a complete and executed (x) U.S. Internal Revenue Form W-8BEN with Part II completed in which Lender claims the benefits of a tax treaty with the United States providing for a zero or reduced rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor form thereto); or

(2)                                 in the case of an individual, (x) a complete and executed U.S. Internal Revenue Service Form W-8BEN (or any successor form thereto) and a certificate substantially in the form of Schedule XIII (a “Section 2.5 Certificate”) or (y) a complete and executed Internal Revenue Service Form W-9; or

(3)                                 in the case of a Non-U.S. Corporate Lender that is organized under the laws of the United States, any State thereof, or the District of Columbia, (x) a complete and executed Internal Revenue Service Form W-9 (or any successor thereto), including all appropriate attachments or (y) if such Non-U.S. Corporate Lender is disregarded for federal income tax purposes, the documents that would be required by clause (1), (2), (3), (4) or (5) with respect to its beneficial owner if such beneficial owner were Lender; or

(4)                                 in the case of a Non-U.S. Corporate Lender that (i) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (ii) is treated as a corporation for U.S. federal income tax purposes, a complete and executed U.S. Internal Revenue Service Form W-8BEN claiming a zero rate of withholding (or any successor forms thereto) and a Section 2.5 Certificate; or

(5)                                 in the case of a Non-U.S. Corporate Lender that (A) is treated as a partnership or other non-corporate entity, or is disregarded for U.S. federal income tax purposes and (B) is not organized under the laws of the United States, any State thereof, or the District of Columbia, a (x) a complete and executed Internal Revenue Service Form W-8IMY (or any successor form thereto) (including all required documents and attachments) and (y)(i) a Section 2.5 Certificate, and (ii) without duplication, with respect to each of its beneficial owners and the beneficial owners of such beneficial owners looking through chains of owners to individuals or entities that are treated as corporations for U.S. federal income tax purposes (all such owners, a “beneficial owner”), the documents that would be required by clause (1), (2), (3), (4) or this clause (5) with respect to each such beneficial owner if such beneficial owner were Lender, provided, however, that no such documents will be required with respect to a beneficial owner to the extent the actual Lender is determined to be in compliance with the requirements for certification on behalf of its beneficial owner as may be provided in applicable U.S. Treasury regulations, or the requirements of this clause (5) are otherwise determined to be unnecessary, all such determinations under this clause (5) to be made in the sole discretion of Borrower; or

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(6)                                 in the case of a Non-U.S. Corporate Lender that (i) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (ii) if a payment made to a Lender under or in respect of this Agreement or any other Loan Document would be subject to United States federal withholding tax imposed by FATCA if such Lender fails to comply with the applicable reporting requirements of FATCA, such Lender shall deliver (A) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller, and (B) other documentation reasonably requested by the Borrower or any other Lender (that is not a Non U.S. Corporate Lender) sufficient for the Borrower or any other Lender (that is not a Non U.S. Corporate Lender) to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements.

If the forms and documentation referred to above in this Section 2.5(e) that are provided by Lender at the time Lender first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be treated as “Excluded Taxes” (any Section 2.5 Taxes other than “Non-Excluded Taxes”) and shall not qualify as Non-Excluded Taxes unless and until Lender provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered Excluded Taxes solely for the periods governed by such form.  However, if, on the date of the assignment and assumption of the Loan (or portion thereof) pursuant to which a Lender assignee becomes a party to this Agreement, Lender assignor was entitled to payments under subsection (a) of this Section 2.5 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent (and only to such extent), the term “Non-Excluded Taxes” shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Section 2.5 Taxes) United States withholding tax, if any, applicable with respect to such Lender assignee on such date.  Any additional Section 2.5 Taxes in respect of Lender that result solely and directly from a change in the Applicable Lending Office of Lender shall be treated as Excluded Taxes (and shall not qualify as Non-Excluded Taxes) unless (A) any such additional Section 2.5 Taxes are imposed as a result of a change in the applicable Legal Requirements, or in the interpretation or application thereof, occurring after the date of such change or (B) such change is made pursuant to the terms of Section 2.5(d) or subsection (h) of this Section 2.5 or otherwise as a result of a request therefor by Borrower.

(f)                                   For any period with respect to which Lender has failed to provide Borrower with the appropriate form, certificate or other document described in subsection (e) of this Section 2.5 (other than (i) if such failure is due to a change in any applicable Legal Requirement, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided (ii) if such form, certificate or other document otherwise is not required under subsection (f) of this Section 2.5 or (iii) if it is legally inadvisable or otherwise commercially disadvantageous for Lender to deliver such form, certificate or other document), Lender shall not be entitled to payment or indemnification under subsection (a) or (c) of this Section 2.5 with respect to Non-Excluded Taxes imposed by the United States by reason of such failure; provided, however, that should Lender become subject to Non-Excluded Taxes because of its failure to deliver a form, certificate or other document required hereunder, Borrower shall take such steps as Lender shall reasonably request to assist Lender in recovering such Non-Excluded Taxes.

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(g)                                  Lender hereby agrees that, upon the occurrence of any circumstances entitling Lender to additional amounts pursuant to this Section 2.5, Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions), at the sole expense of the Borrower, to designate a different Applicable Lending Office if the making of such a change would avoid the need for, or materially reduce the amount of, any such additional amounts that may thereafter accrue and would not be, in the sole judgment of Lender, legally inadvisable or commercially or otherwise disadvantageous to Lender in any respect.

(h)                                 If Lender is entitled to additional compensation under any of the foregoing provisions of this Section 2.5 but shall fail to designate a different Applicable Lending Office as provided in subsection (g) of this Section 2.5, then, so long as no Default or Event of Default shall have occurred and be continuing, Borrower may cause Lender to (and, if Borrower so demands, Lender shall) assign all of its rights and obligations under this Agreement to one or more other Persons identified by Borrower and reasonably acceptable to Lender; provided that if, upon such demand by Borrower, Lender elects to waive its request for additional compensation pursuant to this Section 2.5, the demand by Borrower for Lender to so assign all of its rights and obligations under this Agreement shall thereupon be deemed withdrawn.  Nothing in subsection (g) of this Section 2.5 or this Section 2.5(h) shall affect or postpone any of the rights of Lender or any of the Obligations of Borrower under any of the foregoing provisions of this Section 2.5 in any manner.

(i)                                     Each party’s obligations under this Section 2.5 shall survive the termination of the Loan Documents and payment of any obligations thereunder.

Section 2.6       Non-Confidentiality of Tax Treatment.  Notwithstanding anything to the contrary contained in this Agreement, all persons may disclose to any and all persons, without limitations of any kind, the purported or claimed U.S. federal income tax treatment of this Agreement, any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of this Agreement, and all materials of any kind (including opinions or other tax analyses) relating to such U.S. federal income tax treatment or fact, other than the name of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, and any pricing terms or other nonpublic business or financial information that is unrelated to the purported or claimed federal income tax treatment of the Agreement to the taxpayer and is not relevant to understanding the purported or claimed federal income tax treatment of the Agreement to the taxpayer.

Section 2.7       Individual Property Release.

(a)                                             Provided no Event of Default shall have occurred and remain uncured (unless such Event of Default is a non-monetary Event of Default relating to the Release Property), Borrower shall have the right at any time during the term of the Loan to obtain a release of the lien of the Security Instrument as to any Individual Property (the “Release Property”) upon satisfaction of the following conditions precedent, as determined by Lender in accordance with the Prudent Lender Standard (the “Individual Property Release”):

(i)                                           Borrower shall provide Lender not less than thirty (30) days’ notice (or a shorter period of time if permitted by Lender in its sole discretion), but not more than

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ninety (90) days’ notice, specifying a date proposed for such Individual Property Release (as may be extended from time to time, in accordance with the terms hereof, the “Individual Property Release Notice Date”) and which notice shall be irrevocable, except that Borrower may (i) extend the Individual Property Release Notice Date up to sixty (60) days with two (2) days written notice to Lender (subject to the payment by Borrower to Lender of any reasonable out-of-pocket costs and expenses resulting from such extension) or (ii) rescind the notice of the Individual Property Release by written notice to Lender at least ten (10) days prior to the Individual Property Release Notice Date (subject to the payment by Borrower to Lender of any reasonable actual out-of-pocket costs and expenses resulting from such rescission);

(ii)                                        Borrower shall pay to Lender (A) all payments of principal and interest due and payable on the Loan to and including the date of the proposed Individual Property Release and (B) all other sums then due and payable under the Note, this Agreement, the Security Instrument and the other Loan Documents;

(iii)                                     If required by Lender, Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining, among other things, that if a Securitization has occurred, the REMIC Trust formed pursuant to such Securitization will not fail to maintain its status as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code as a result of the Property Release pursuant to this Section 2.7;

(iv)                                    [Intentionally omitted];

(v)                                       The Individual Property Release shall be permitted under REMIC Requirements in effect as of each of (I) the Individual Property Release Notice Date and (II) the consummation of any Individual Property Release;

(vi)                                    The Release Property shall be conveyed to a Person other than Borrower, SPC Party, Guarantor or Sponsor; provided, however, the Borrower that is the Owner of the applicable Release Property shall be permitted to maintain ownership of such Release Property so long as (x) such Borrower shall not own any of the remaining Individual Properties (or any portion thereof) after such Individual Property Release, and (y) SPC Party transfers its general partnership interest in such Borrower to a Person other than any Borrower or SPC Party, in which case Lender shall release such Borrower from all obligations and liabilities under the Loan that arise solely from and after the date of such Individual Property Release;

(vii)                                 Borrower shall prepay the Loan in accordance with the applicable terms and conditions hereof including, without limitation, Section 2.4 hereof, in an amount equal to the Release Price applicable to the Release Property and shall pay any Spread Maintenance Premium, Short Interest, Breakage Costs and all other sums due under this Agreement, the Note and the other Loan Documents in connection with such partial prepayment.  Such prepayment in the amount of the applicable Release Price shall, notwithstanding anything to the contrary contained herein, be applied (A) first, to reduce

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the Allocated Loan Amount of the Release Property to zero and (B) second, pro-rata to reduce the Allocated Loan Amount of the remaining Individual Properties.

(viii)                              As of the date of consummation of the Individual Property Release, after giving effect to the release of the lien of the Security Instrument(s), the Debt Yield with respect to the remaining Individual Properties shall be greater than the greater of (1) the Debt Yield of all Individual Properties encumbered by the Security Instrument(s) immediately prior to the consummation of the Individual Property Release and (2) the Minimum Debt Yield, provided that, in the event that the foregoing is not satisfied, Borrower shall be permitted to prepay the outstanding principal balance of the Loan (including payment of any applicable Spread Maintenance Fee) in accordance with Section 2.4.1 hereof, in such amount that causes such condition to be satisfied (a “Release Debt Yield Paydown”);

(ix)                                    [Intentionally omitted];

(x)                                       Borrower shall deliver to Lender an Officer’s Certificate certifying that the requirements set forth in this Section 2.7 have been satisfied;

(xi)                              [Intentionally omitted]; and

(xii)                                 Borrower shall pay all reasonable and actual out-of-pocket costs and expenses of Lender incurred in connection with the Individual Property Release, including, without limitation, Lender’s reasonable attorneys’ fees and expenses; provided that, no consent, processing, administrative or similar fee shall be due and payable in connection with any Individual Property Release.

(b)                                             [Intentionally omitted].

(c)                                              If Borrower has elected to make an Individual Property Release and the requirements of this Section 2.7 have been satisfied, the applicable Individual Property shall be released from the lien of the Security Instrument and the applicable Borrower shall be released from the obligations and liabilities under the Loan that arise solely from and after the date of such Individual Property Release.  In connection with the release of the Lien, Borrower shall submit to Lender, not less than fifteen (15) days prior to the date of the Individual Property Release (or such shorter time as is acceptable to Lender in its sole discretion), a release of Lien (and related Loan Documents) for execution by Lender.  Such release shall be in a form appropriate in the jurisdiction in which the Property is located and that contains standard provisions protecting the rights of the releasing lender.  In addition, Borrower shall provide all other documentation Lender reasonably requires to be delivered by Borrower in connection with such release, together with an Officer’s Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement.  Borrower shall pay all actual out-of-pocket costs, taxes and expenses associated with the release of the lien of the Security Instrument, including Lender’s reasonable attorneys’ fees.  Except as set forth in this Section 2.7, no repayment or prepayment of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release of the lien of any Security Instrument from the Property or any part thereof.

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ARTICLE III.

REPRESENTATIONS AND WARRANTIES

Section 3.1                         Borrower Representations.  Borrower represents and warrants that:

3.1.1                     Organization.

(a)                                 Each Borrower, Operating Lessee and each SPC Party is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification.  Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby.

(b)                                 Each Borrower’s and Operating Lessee’s exact legal name is correctly set forth in the first paragraph of this Agreement.  Each Borrower and Operating Lessee is an organization of the type specified in the first paragraph of this Agreement.  Each Borrower and Operating Lessee is incorporated or organized under the laws of the state specified in the first paragraph of this Agreement.  Each Borrower’s and Operating Lessee’s principal place of business and chief executive office has been for the preceding four (4) months (or, if less than four (4) months, the entire period of the existence of Borrower) and will continue to be the address of Borrower and Operating Lessee, as applicable, set forth in the first paragraph of this Agreement (unless Borrower or Operating Lessee notifies Lender in writing at least thirty (30) days prior to the date of such change).  Philadelphia Borrower’s organizational identification number assigned by the state of its incorporation or organization is 2809653.  Plano Borrower’s organizational identification number assigned by the state of its incorporation or organization is 4306888.  San Francisco Borrower’s organizational identification number assigned by the state of its incorporation or organization is 4306898.  Seattle Borrower’s organizational identification number assigned by the state of its incorporation or organization is 4306892.  Tampa Borrower’s organizational identification number assigned by the state of its incorporation or organization is 3601029.  Philadelphia Borrower’s federal tax identification number is ▇▇-▇▇▇▇▇▇▇.  Plano Borrower’s federal tax identification number is ▇▇-▇▇▇▇▇▇▇.  San Francisco Borrower’s federal tax identification number is ▇▇-▇▇▇▇▇▇▇.  Seattle Borrower’s federal tax identification number is ▇▇-▇▇▇▇▇▇▇.  Tampa Borrower’s federal tax identification number is ▇▇-▇▇▇▇▇▇▇.  Philadelphia Operating Lessee’s organizational identification number assigned by the state of its incorporation or organization is 5067894.  Sapphire Operating Lessee’s organizational identification number assigned by the state of its incorporation or organization is 4305200.  SF Operating Lessee’s organizational identification number assigned by the state of its incorporation or organization is 6210900.

3.1.2                     Proceedings.  This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and Operating Lessee, as applicable, and constitute a legal, valid and binding obligation of Borrower and Operating Lessee, as applicable, enforceable against Borrower and Operating Lessee in accordance with their respective terms,

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except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.1.3                     No Conflicts.  The execution and delivery of this Agreement and the other Loan Documents by each of Borrower and Operating Lessee and the performance of their obligations hereunder and thereunder will not conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s organizational documents or any agreement or instrument to which Borrower or Operating Lessee is a party or by which it is bound, or any order or decree applicable to Borrower or Operating Lessee, as applicable, or result in the creation or imposition of any lien on any of Borrower’s or Operating Lessee’s, as applicable, assets or property (other than pursuant to the Loan Documents).

3.1.4                     Litigation.  There is no action, suit, arbitration or governmental investigation or proceeding pending, filed or, to Borrower’s and Operating Lessee’s knowledge, threatened against Borrower, Operating Lessee, Borrower Parties, Sponsor or the Property in any court or by or before any other Governmental Authority which, if determined adversely against Borrower, Operating Lessee, Borrower Parties, Sponsor or the Property, would materially and adversely affect (a) the use, operation or value of the Property or Borrower’s title to the Property, (b) the enforceability, validity, perfection or priority of the lien of the Security Instrument or the other Loan Documents, (c) the ability of Borrower to perform its obligations under the Security Instrument(s) or the other Loan Documents, (d) the ability of Guarantor to perform its obligations under the Guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the ability of the Property to generate net cash flow sufficient to service such Loan.

3.1.5                     Agreements.  Neither Borrower nor Operating Lessee is in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default is likely to result in a Material Adverse Effect.  Neither Borrower nor Operating Lessee is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance, Material Agreements, Major Leases, or, to Borrower’s knowledge, any other agreement or instrument to which it is a party or by which it or any Individual Property is bound.  Neither Borrower nor Operating Lessee has a material financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or Operating Lessee is a party or by which Borrower, Operating Lessee, or any Individual Property is otherwise bound, other than (a) Material Agreements or Major Leases, (b) Permitted Encumbrances, (c) obligations incurred in the ordinary course of the operation of each Individual Property and (d) obligations under the Loan Documents.

3.1.6                     Consents.  No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower or Operating Lessee, as applicable, of, or compliance by Borrower or Operating Lessee, as applicable, with, this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower or

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Operating Lessee, as applicable, or those for which the failure to obtain is not reasonably likely to result in a Material Adverse Effect.

3.1.7                     Title.  Borrower has indefeasible, marketable and insurable fee simple title, as applicable, to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. Tampa Borrower has good, marketable and insurable title to the Ground Lease and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, and the Cash Management Agreement, will create (i) a legal, valid and enforceable first priority, perfected lien on the Property, subject only to Permitted Encumbrances and (ii) a legal, valid and enforceable first priority, perfected security interest in and to, and perfected collateral assignments of, all personalty (including the Operating Lease and the Leases and Rents), the proceeds arising from the Property and other collateral securing the Loan, to the extent a security interest may be created therein and perfected by the filing of a UCC Financing Statement under the Uniform Commercial Code as in effect in the applicable jurisdiction, all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances.  There are no mechanics’, materialman’s or other similar liens or claims that have been, or may be, filed for work, labor or materials affecting any Individual Property that are or may be liens prior to, or equal or coordinate with, the lien of the Security Instrument.  None of the Permitted Encumbrances, individually or in the aggregate, materially interfere with or affect the value, current use or operation of any Individual Property, the security intended to be provided by each of the Security Instruments or the ability of the Property to generate net cash flow sufficient to service the Loan or the Borrower’s ability to pay its obligations when and as they become due other than to the extent already accounted for pursuant to the appraisal prepared in connection with the closing of the Loan.

3.1.8                     No Plan Assets.  As of the date hereof and throughout the term of the Loan (a) Borrower and Operating Lessee are not and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) Borrower and Operating Lessee are not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, (c) transactions by or with Borrower and Operating Lessee are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (d) none of the assets of Borrower or Operating Lessee constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

3.1.9                     Compliance.  Borrower, Operating Lessee and each Individual Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, parking, building, zoning and land use laws, ordinances, regulations, and codes the failure of which is reasonably likely to have a Material Adverse Effect.  Neither Borrower nor Operating Lessee is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which is reasonably likely to result in a Material Adverse Effect.  Neither Borrower nor Operating Lessee has committed any act which may give any Governmental Authority the right to cause Borrower

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or Operating Lessee, as applicable, to forfeit any Individual Property or any part thereof or any monies paid in performance of Borrower’s or Operating Lessee’s obligations under any of the Loan Documents.  The Philadelphia Property and the San Francisco Property are used exclusively as select service hotels with full service amenities and other appurtenant and related uses and the other Individual Properties are used exclusively as full-service hotels and other appurtenant and related uses.

3.1.10              Financial Information.  All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been prepared by or on behalf of Borrower and/or Operating Lessee, as applicable, and have been delivered to Lender in respect of the Property (i) are true, complete and correct in all material respects, (ii) presents fairly the financial condition and the results of operations of the Property in all material respects as of the date of such reports, and (iii) have been prepared in accordance with the Approved Accounting Method throughout the periods covered, except as disclosed therein.  Neither Borrower nor Operating Lessee has any contingent liabilities, liabilities for taxes, unusual forward or long term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower or Operating Lessee and reasonably likely to have a Material Adverse Effect, except as referred to or reflected in said financial statements.  Since the date of such financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower, Operating Lessee, or any Individual Property from that set forth in said financial statements.

3.1.11              Condemnation.  No Condemnation or other proceeding has been commenced or, to Borrower’s actual knowledge, has been threatened in writing with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

3.1.12              Utilities and Public Access.  Except as shown on the Survey, each Individual Property is located on or adjacent to a dedicated road and is served by water, sewer, electric, sanitary sewer and storm drain facilities adequate to service such Individual Property for its current and intended uses.  Except as shown on the Survey, each Individual Property has, or is served by, parking to the extent required to comply with all Leases, REAs, Material Agreements, the Operating Lease and all Legal Requirements.

3.1.13              Separate Lots.  Except as shown in the Title Insurance Policy or the Survey, the Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of such Individual Property.

3.1.14              Assessments.  Except as disclosed in the Title Insurance Policy, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments.

3.1.15              Enforceability.  The Loan Documents are not subject to any right of rescission, set off, abatement, diminution, counterclaim or defense by Borrower or Operating Lessee, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable

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(except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)), and neither Borrower nor Operating Lessee has asserted any right of rescission, set off, abatement, diminution, counterclaim or defense with respect thereto.

3.1.16              [Intentionally Omitted].

3.1.17              Insurance.  Borrower has obtained and has delivered to Lender certificates evidencing the Policies, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement.  To Borrower’s knowledge, no Person, including Borrower and Operating Lessee, has done, by act or omission, anything which would impair the coverage of any of the Policies.

3.1.18              Licenses.  All certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits required of Borrower or Operating Lessee by any Governmental Authority for the legal use, occupancy and operation of the Property in the manner in which such Individual Property is currently being used, occupied and operated (“Licenses”) have been obtained and are in full force and effect except for any failure which is not reasonably likely to have a Material Adverse Effect.

3.1.19              Flood Zone.  Except as shown on the Survey, none of the Improvements on the Property is located in an area identified by the Federal Emergency Management Agency as a special flood hazard area, or, if so located the flood insurance required pursuant to Section 5.1.1(a) hereof is in full force and effect with respect to such Individual Property.

3.1.20              Physical Condition.  Except as disclosed in the property condition reports prepared for Lender in connection with the Loan, to Borrower’s knowledge, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, and neither Borrower nor Operating Lessee has received written notice from any insurance company or bonding company of any defects or inadequacies in such Individual Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

3.1.21              Boundaries.  Except as shown on the Survey, all of the improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, and no improvements on adjoining properties encroach upon such Individual Property, and no easements or other encumbrances affecting such Individual Property encroach upon any of the improvements, so as to cause a Material Adverse Effect except those which are insured against by title insurance.

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3.1.22              Leases.

(a)                                 Each of Borrower and Operating Lessee represents and warrants to Lender with respect to the Operating Lease that: (i) the Property is not subject to any commercial Leases other than the Operating Lease and the commercial Leases that have been delivered to Lender or hereafter entered into in accordance with this Agreement, (ii) Borrower is the sole owner of the entire lessor’s interest in the Operating Lease, (iii) the Operating Lease is in full force and effect, there are no defaults thereunder by either party, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and Operating Lessee is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to the payment of any portion of the Rents and, except as expressly set forth in this Operating Lease, Borrower has no monetary obligation to Operating Lessee under the Operating Lease, (vii) Borrower has received no notice from Operating Lessee challenging the validity or enforceability of the Operating Lease, (viii) all work to be performed by Borrower under the Operating Lease has been performed as required and has been accepted by Operating Lessee, (ix) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, and (x) Operating Lessee does not have a right or option pursuant to the Operating Lease or otherwise to purchase all or any part of the leased premises or the Improvements of which the leased premises are a part.

(b)                                 Each of Borrower and Operating Lessee represents and warrants to Lender that the Property is not subject to any Major Leases as of the Closing Date.

3.1.23              Filing and Recording Taxes.  All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith.  All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Security Instrument, have been paid or are being paid simultaneously herewith.  All Taxes, Other Charges and other governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the title insurance policy to be issued in connection with the Security Instrument.

3.1.24              Single Purpose.

(a)                                 Each Borrower hereby represents and warrants to, and covenants with, Lender that as of the date hereof and until such time as the Debt shall be paid in full:

(i)                                     Borrower has not owned and will not own any asset or property other than (A) the Property and the TIF Loan, and (B) incidental personal property necessary for the ownership or operation of the Property.

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(ii)                                  Borrower has not and will not engage in any business other than the ownership, leasing, management, operation and financing of the Property and Borrower has and will conduct and operate its business as presently conducted and operated.

(iii)                               Borrower has not and will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any such party.

(iv)                              Borrower has not incurred and will not incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (A) the Debt, the Prior Loans, and, with respect to Philadelphia Borrower, the TIF Loan, (B) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness is (1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable terms and conditions, and (4) due not more than sixty (60) days past the date incurred and paid on or prior to such date, and/or (C) Permitted Equipment Leases; provided however, the aggregate amount of the indebtedness described in (B) and (C), together with the Indebtedness of Operating Lessee set forth in Section 3.1.24(b)(iv)(A) and (B) hereof, shall not exceed, collectively, for all Borrowers, for all Individual Properties, in the aggregate, at any time, five percent (5%) of the initial principal amount of the Debt allocable to the Individual Properties securing the Loan at such time.

(v)                                 Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party) (other than the TIF Loan), and has not and shall not acquire obligations or securities of its Affiliates.

(vi)                              Borrower has been, is and intends to remain solvent and Borrower has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; provided, that, in each such case, there exists sufficient cash flow from the Property to do so and shall not require an equity owner to make additional capital contributions to Borrower.

(vii)                           Borrower has done or caused to be done and will do or cause to be done all things necessary to observe organizational formalities and preserve its existence, and Borrower will not, nor will Borrower permit any constituent party to amend, modify, terminate or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of Borrower in any material respect without the prior consent of Lender.

(viii)                        Borrower has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party.  Borrower’s assets have not and will not be listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to

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indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be also listed on Borrower’s own separate balance sheet.  Borrower has filed and will file its own tax returns (to the extent Borrower is required to file any such tax returns) or has filed and will file a consolidated federal income tax return with another Person as required and/or permitted by applicable Legal Requirements.  Borrower has maintained and will maintain its books, records, resolutions and agreements as official records.

(ix)                              Borrower has been and will be, and at all times has and will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of Borrower (or any constituent party of Borrower), has and shall correct any known misunderstanding regarding its status as a separate entity, has and shall conduct business in its own name, has not and shall not identify itself or any of its Affiliates as a division or part of the other and has and shall maintain and utilize separate stationery, invoices and checks bearing its own name.

(x)                                 Borrower has maintained and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations (provided that there exists sufficient cash flow from the Property to do so) and shall not require any equity owner to make additional capital contributions to Borrower.

(xi)                              Neither Borrower nor any constituent party has or will seek or effect the liquidation, dissolution, winding up, consolidation or merger, in whole or in part, of Borrower.

(xii)                           Borrower has not and will not commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, except with respect to any co-Borrower, and has and will hold all of its assets in its own name.

(xiii)                        Borrower has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

(xiv)                       Borrower has not and will not guarantee or become obligated for the debts of any other Person and has not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person, other than debts or obligations of Operating Lessee relating to the Property incurred in the ordinary course of business or as evidenced by the Loan Documents, including but not limited to, guaranteeing any Franchise Agreement or Brand Management Agreement for an Individual Property.

(xv)                          Borrower shall conduct its business so that the assumptions made with respect to Borrower in the Insolvency Opinion and any New Non-Consolidation Opinion shall be true and correct in all respects.  In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all

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of the facts and assumptions (whether regarding the Borrower or any other Person) set forth in the Insolvency Opinion, and any New Non-Consolidation Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Borrower and any SPC Party.

(xvi)                       Borrower has not permitted, and will not permit any Affiliate or constituent party independent access to its bank accounts.

(xvii)                    Borrower has paid and, subject to sufficient cash flow from the Property, shall pay from its own funds its own liabilities and expenses, including all Property-related expenses and the salaries of its own employees (if any) from its own funds and has maintained and shall maintain a sufficient number of employees (if any) in light of its contemplated business operations, provided the foregoing shall not require any equity owner to make additional capital contributions to Borrower.

(xviii)                 Borrower has compensated and, subject to sufficient cash flow from the Property, shall compensate each of its consultants and agents from its funds for services provided to it, and has paid and shall pay from its own assets all obligations of any kind incurred, provided that, the foregoing shall not require any equity owner to make any additional capital contributions to Borrower.

(xix)                       Without the unanimous written consent of all of its partners or members, as applicable, and the consent of each Independent Manager (regardless of whether such Independent Manager is engaged at the Borrower or SPC Party level), Borrower has not and shall not: (a) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any state or federal bankruptcy or insolvency laws, (b) seek or consent (other than a consent to a request made by Lender) to the appointment of a receiver, liquidator or any similar official, or (c) make an assignment for the benefit of creditors.

(b)                                 Each Operating Lessee hereby represents and warrants to, and covenants with, Lender that as of the date hereof and until such time as the Debt shall be paid in full:

(i)                                     Operating Lessee has not owned and will not own any asset or property other than (A) its leasehold interest in the Property and (B) tangible and intangible personal property necessary for the current ownership or operation of the Property.

(ii)                                  Operating Lessee has not and will not engage in any business other than the leasing, management and operation of the Property and Operating Lessee has and will conduct and operate its business as presently conducted and operated.

(iii)                               Operating Lessee has not and will not enter into any contract or agreement with any Affiliate of Operating Lessee, any constituent party of Operating Lessee or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any such party.

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(iv)                              Operating Lessee has not incurred and will not incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (A) trade and operational indebtedness incurred in the ordinary course of business with trade creditors, provided such indebtedness is (1) unsecured, (2) not evidenced by a note, (3) on commercially reasonable terms and conditions, and (4) due not more than sixty (60) days past the date incurred and paid on or prior to such date, and/or (B) Permitted Equipment Leases; provided however, the aggregate amount of the indebtedness described in (A) and (B), together with the Indebtedness of Borrower set forth in Section 3.1.24(a)(iv)(B) and (C) hereof, shall not exceed, collectively, for Mortgage Operating Lessee for all Individual Properties, in the aggregate, at any time, five percent (5%) of the initial principal amount of the Debt allocable to the Individual Properties securing the Loan at such time.

(v)                                 Operating Lessee has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), other than working capital advances to Manager pursuant to the terms of the Management Agreement and has not and shall not acquire obligations or securities of its Affiliates.

(vi)                              Operating Lessee has been, is and will remain solvent and Operating Lessee has paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; provided, that, in each such case, there exists sufficient cash flow from the Property to do so and shall not require any equity owner to make additional capital contributions to Borrower.

(vii)                           Operating Lessee has done or caused to be done and will do or cause to be done all things necessary to observe organizational formalities and preserve its existence, and Operating Lessee will not, nor will Operating Lessee permit any constituent party to amend, modify, terminate or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of Operating Lessee in any material respect without the prior consent of Lender.

(viii)                        Operating Lessee has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party.  Operating Lessee’s assets have not and will not be listed as assets on the financial statement of any other Person; provided, however, that Operating Lessee’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Operating Lessee and such Affiliates and to indicate that Operating Lessee’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall also be listed on Borrower’s own separate balance sheet.  Operating Lessee has filed and will file its own tax returns (to the extent Operating Lessee is required to file any such tax returns) or has filed and will file a consolidated federal income tax return with another Person as required and/or permitted by applicable Legal Requirements.  Operating Lessee has

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maintained and will maintain its books, records, resolutions and agreements as official records.

(ix)                              Operating Lessee has been and will be, and at all times has and will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of Operating Lessee or any constituent party of Operating Lessee), has and shall correct any known misunderstanding regarding its status as a separate entity, has and shall conduct business in its own name, has not and shall not identify itself or any of its Affiliates as a division or part of the other and has and shall maintain and utilize separate stationery, invoices and checks bearing its own name.

(x)                                 Operating Lessee has maintained and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations (provided that there exists sufficient cash flow from the Property to do so) and shall not require any equity owner to make additional capital contributions to Operating Lessee.

(xi)                              Neither Operating Lessee nor any constituent party has or will seek or effect the liquidation, dissolution, winding up, consolidation or merger, in whole or in part, of Operating Lessee.

(xii)                           Operating Lessee has not and will not commingle the funds and other assets of Operating Lessee with those of any Affiliate or constituent party or any other Person, and has and will hold all of its assets in its own name.

(xiii)                        Operating Lessee has and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

(xiv)                       Operating Lessee has not and will not guarantee or become obligated for the debts of any other Person and has not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person.

(xv)                          Operating Lessee shall conduct its business so that the assumptions made with respect to Operating Lessee in the Insolvency Opinion and any New Non-Consolidation Opinion shall be true and correct in all respects.  In connection with the foregoing, Operating Lessee hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding the Operating Lessee or any other Person) set forth in the Insolvency Opinion, and any New Non-Consolidation Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Operating Lessee and any SPC Party.

(xvi)                       Operating Lessee has not permitted, and will not permit any Affiliate or constituent party independent access to its bank accounts.

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(xvii)                    Operating Lessee has paid and, subject to sufficient cash flow from the Property, shall pay from its own funds its own liabilities and expenses, including all Property-related expenses and the salaries of its own employees (if any) from its own funds and has maintained and shall maintain a sufficient number of employees (if any) in light of its contemplated business operations, provided the foregoing shall not require any equity owner to make additional capital contributions to Operating Lessee.

(xviii)                 Operating Lessee has compensated and, subject to sufficient cash flow from the Property, shall compensate each of its consultants and agents from its funds for services provided to it, and has paid and shall pay from its own assets all obligations of any kind incurred, provided the foregoing shall not require any equity owner to make any additional capital contributions to Operating Lessee.

(xix)                       Without the unanimous written consent of all of its partners or members, as applicable, and the consent of each Independent Manager (regardless of whether such Independent Manager is engaged at the Operating Lessee or SPC Party level), Operating Lessee has not and shall not:  (a) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any state or federal bankruptcy or insolvency laws, (b) seek or consent (other than a consent to a request by Lender) to the appointment of a receiver, liquidator or any similar official, or (c) make an assignment for the benefit of creditors.

(c)                                  Borrower hereby represents and warrants (I) that Borrower (A) is and has always been duly formed, validly existing and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (B) has not had and does not have any judgments or liens of any nature against it except for tax liens not yet due, Permitted Encumbrances, Liens from the Prior Loans and any other Liens that have been satisfied and discharged; (C) has been and is in compliance with all Legal Requirements and has received all permits necessary for it to operate its contemplated business so as not to cause a Material Adverse Effect with respect to the Property; (D) is not the subject of, or currently involved in any capacity in, any pending or threatened litigation that is reasonably likely to have a Material Adverse Effect; (E) is not, and has not been, involved in any dispute with any taxing authority; (F) has paid all Taxes and Other Charges, as applicable; (G) has never owned any property other than the Property and the TIF Loan and has never engaged in any business except the ownership and operation of such Property; (H) has not failed to provide Lender with complete financial statements that reflect a fair and accurate view of its financial conditions; and (I) has no material contingent or actual obligations not related to the Property; and (II) that with respect to the Prior Loans, (A) the Prior Loans have been satisfied in full on or before the date hereof, (B) neither Borrower, SPC Party, Operating Lessee nor Guarantor have any remaining liabilities or obligations in connection with the Prior Loans (other than environmental and other limited and customary indemnity obligations), and (C) all collateral and security for the Prior Loans has been released as of the date hereof.

(d)                                 Operating Lessee hereby represents and warrants that Operating Lessee (A) is and has always been duly formed, validly existing and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business; (B) has not had and does not have any judgments or liens of any nature against it except for tax liens not yet due,

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Permitted Encumbrances, Liens from the Prior Loans and any other Liens that have been satisfied and discharged; (C) has been and is in compliance with all Legal Requirements and has received all permits necessary for it to operate its contemplated business so as not to cause a Material Adverse Effect with respect to the Property; (D) is not the subject of, or currently involved in any capacity in, any pending or threatened litigation that is reasonably likely to have a Material Adverse Effect; (E) is not, and has not been, involved in any dispute with any taxing authority; (F) has paid all Taxes and Other Charges, as applicable; (G) has never owned any property other than its leasehold interest in the applicable Individual Property and has never engaged in any business except the ownership and operation of such leasehold interest in the applicable Individual Property; (H) has not failed to provide Lender with complete financial statements that reflect a fair and accurate view of its financial conditions; and (I) has no material contingent or actual obligations not related to its leasehold interest in the applicable Individual Property.

(e)                                  [Intentionally omitted].

(f)                                   If any Borrower or any Operating Lessee is a limited partnership or a limited liability company (other than an Acceptable LLC), each general partner or managing member (each, a “SPC Party”) shall be a corporation or an Acceptable LLC (I) whose sole asset is its interest in Borrower or Operating Lessee (as applicable), (II) which has not been and shall not be permitted to engage in any business or activity other than owning an interest in Borrower or Operating Lessee (as applicable); (III) which has not been and shall not be permitted to incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation); and (IV) which has and will at all times own at least a 0.1% direct equity ownership interest in Borrower or Operating Lessee (as applicable).  Each such SPC Party will at all times comply, and will cause Borrower or Operating Lessee (as applicable) to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 (to the extent applicable) as if such representation, warranty or covenant was made directly by such SPC Party.  Upon the withdrawal or the disassociation of an SPC Party from Borrower or Operating Lessee (as applicable), Borrower or Operating Lessee (as applicable) shall immediately appoint a new SPC Party whose articles of incorporation or organization are substantially similar to those of such SPC Party and deliver a New Non-Consolidation Opinion to Lender with respect to the new SPC Party and its equity owners.

(g)                                  (I) In the event any Borrower, any Operating Lessee or the SPC Party is an Acceptable LLC, the limited liability company agreement of Borrower, Operating Lessee or the SPC Party (as applicable) (the “LLC Agreement”) shall provide that (i) upon the occurrence of any event that causes the last remaining member of Borrower, Operating Lessee or the SPC Party (as applicable) (“Member”) to cease to be the member of Borrower, Operating Lessee or the SPC Party (as applicable) (other than (A) upon an assignment by Member of all of its limited liability company interest in Borrower, Operating Lessee or the SPC Party (as applicable) and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (B) the resignation of Member and the admission of an additional member of Borrower, Operating Lessee or the SPC Party (as applicable) in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Manager of Borrower or the SPC Party (as applicable) shall, without any action of any other Person and simultaneously

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with the Member ceasing to be the member of Borrower, Operating Lessee or the SPC Party (as applicable) automatically be admitted to Borrower or the SPC Party (as applicable) as a member with a 0% economic interest (“Special Member”) and shall continue Borrower, Operating Lessee or the SPC Party (as applicable) without dissolution and (ii) Special Member may not resign from Borrower, Operating Lessee or the SPC Party (as applicable) or transfer its rights as Special Member unless (A) a successor Special Member has been admitted to Borrower or the SPC Party (as applicable) as a Special Member in accordance with requirements of Delaware or Maryland law (as applicable) and (B) after giving effect to such resignation or transfer, there remains at least two (2) Independent Managers of the SPC Party, Operating Lessee or Borrower (as applicable) in accordance with Section 3.1.24(h) and Section 3.1.24(j) below (as applicable).  The LLC Agreement shall further provide that (i) Special Member shall automatically cease to be a member of Borrower, Operating Lessee or the SPC Party (as applicable) upon the admission to Borrower or the SPC Party (as applicable) of the first substitute member, (ii) Special Member shall be a member of Borrower, Operating Lessee or the SPC Party (as applicable) that has no interest in the profits, losses and capital of Borrower or the SPC Party (as applicable) and has no right to receive any distributions of the assets of Borrower, Operating Lessee or the SPC Party (as applicable), (iii) pursuant to the applicable provisions of the limited liability company act of the State of Delaware (the “Act”), Special Member shall not be required to make any capital contributions to Borrower or the SPC Party (as applicable) and shall not receive a limited liability company interest in Borrower, Operating Lessee or the SPC Party (as applicable), (iv) Special Member, in its capacity as Special Member, may not bind Borrower, Operating Lessee or the SPC Party (as applicable) and (v) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, Borrower, Operating Lessee or the SPC Party (as applicable) including, without limitation, the merger, consolidation or conversion of Borrower, Operating Lessee or the SPC Party (as applicable); provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Manager, to vote on such matters required by the Loan Documents or the LLC Agreement.  In order to implement the admission to Borrower, Operating Lessee or the SPC Party (as applicable) of Special Member, Special Member shall execute a counterpart to the LLC Agreement.  Prior to its admission to Borrower, Operating Lessee or the SPC Party (as applicable) as Special Member, Special Member shall not be a member of Borrower, Operating Lessee or the SPC Party (as applicable), but Special Member may serve as an Independent Manager of Borrower or the SPC Party (as applicable).

(II) The LLC Agreement shall further provide that (i) upon the occurrence of any event that causes the Member to cease to be a member of Borrower, Operating Lessee or the SPC Party (as applicable) to the fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of Member in Borrower, Operating Lessee or the SPC Party (as applicable) agree in writing (A) to continue Borrower, Operating Lessee or the SPC Party (as applicable) and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower, Operating Lessee or the SPC Party (as applicable) effective as of the occurrence of the event that terminated the continued membership of Member in Borrower, Operating Lessee or the SPC Party (as applicable), (ii)  any action initiated by or brought against Member or Special

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Member under any laws relating to bankruptcy, insolvency or creditors rights (“Creditors Rights Laws”) shall not cause Member or Special Member to cease to be a member of Borrower, Operating Lessee or the SPC Party (as applicable) and upon the occurrence of such an event, the business of Borrower, Operating Lessee or the SPC Party (as applicable) shall continue without dissolution and (iii) each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower or the SPC Party (as applicable) upon the occurrence of any action initiated by or brought against Member or Special Member under any Creditors Rights Laws, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower, Operating Lessee or the SPC Party (as applicable).

(h)                                 The organizational documents of each Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPC Party, as applicable, shall provide that at all times there shall be at least two (2) duly appointed independent managers of such entity (each, an “Independent Manager”) who shall (I) not have been at the time of each such individual’s initial appointment, and shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent Manager, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Manager), partner, member or employee of, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates, (ii) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates (other than in its capacity as an Independent Manager), (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, member, employee supplier, customer or other Person, or (iv) a member of the immediate family of any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person, (II) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved ID Provider, and (III) have had at least three (3) years prior experience as an Independent Manager employed and in good standing with an Approved ID Provider.

(i)                                     The organizational documents of each Borrower (to the extent Borrower is a corporation or an Acceptable LLC) or the SPC Party, as applicable, shall further provide that (I) the board of directors or managers of Borrower or SPC Party, as applicable, and the constituent members of such entities (the “Constituent Members”) shall not take any action which, under the terms of any organizational documents of Borrower or SPC Party, as applicable, requires (1) the unanimous vote of the board of directors or managers of Borrower or the SPC Party or (2) the Constituent Members, unless at the time of such action there shall be at least two (2) Independent Managers engaged as provided by the terms hereof; (II) any resignation, removal or replacement of any Independent Manager shall not be effective without two (2) Business Days prior written notice to Lender and the Rating Agencies accompanied by evidence that the replacement Independent Manager satisfies the applicable terms and conditions hereof and of the applicable organizational documents; (III) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Constituent Members and Borrower and any SPC Party (including Borrower’s and any SPC Party’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Borrower’s and SPC Party’s organizational documents (which such fiduciary duties to the

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Constituent Members and Borrower and any SPC Party (including Borrower’s and any SPC Party’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower or SPC Party (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other affiliates of the Constituent Members, Borrower and SPC Party and (z) the interests of any group of affiliates of which the Constituent Members, Borrower or SPC Party is a part)); (IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any Constituent Members, any directors of Borrower or SPC Party or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; and (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to Borrower, SPC Party, any Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct.

(j)                                    The organizational documents of each Operating Lessee (to the extent Operating Lessee is a corporation or an Acceptable LLC) or the SPC Party, as applicable, shall provide that at all times there shall be at least two (2) duly appointed Independent Managers who shall (I) not have been at the time of each such individual’s initial appointment, and shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent Manager, either (i) a shareholder (or other equity owner) of, or an officer, director (other than in its capacity as Independent Manager), partner, member or employee of, Operating Lessee or any of its respective shareholders, partners, members, subsidiaries or affiliates, (ii) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Operating Lessee or any of its respective shareholders, partners, members, subsidiaries or affiliates (other than in its capacity as an Independent Manager), (iii) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, member, employee supplier, customer or other Person, or (iv) a member of the immediate family of any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person, (II) be employed by, in good standing with and engaged by Operating Lessee in connection with, in each case, an Approved ID Provider, and (III) have had at least three (3) years prior experience as an Independent Manager employed and in good standing with an Approved ID Provider.

(k)                                 The organizational documents of each Operating Lessee or the SPC Party, as applicable, shall further provide that (I) the board of directors or managers of Operating Lessee or the SPC Party, as applicable, and the constituent members of such entities (the “OL Constituent Members”) shall not take any action which, under the terms of any organizational documents of the Operating Lessee or the SPC Party, as applicable, requires (1) the unanimous vote of the board of directors or managers of Operating Lessee or the SPC Party or (2) the OL Constituent Members, unless at the time of such action there shall be at least two (2) Independent Managers engaged as provided by the terms hereof; (II) any resignation, removal or replacement of any Independent Manager shall not be effective without two (2) Business Days prior written notice to Lender and the Rating Agencies accompanied by evidence that the replacement Independent Manager satisfies the applicable terms and conditions hereof and of the applicable organizational documents; (III) to the fullest extent permitted by applicable law, including

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Section 18-1101(c) of the Act and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the OL Constituent Members and Operating Lessee and any SPC Party (including Operating Lessee’s and any SPC Party’s respective creditors) in acting or otherwise voting on the matters provided for herein and in Operating Lessee’s and SPC Party’s organizational documents (which such fiduciary duties to the OL Constituent Members and Operating Lessee and any SPC Party (including Operating Lessee’s and any SPC Party’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Operating Lessee or SPC Party (as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the OL Constituent Members), (y) the interests of other affiliates of the OL Constituent Members, Operating Lessee and any SPC Party and (z) the interests of any group of affiliates of which the OL Constituent Members, Operating Lessee or SPC Party is a part)); (IV) other than as provided in subsection (III) above, the Independent Managers shall not have any fiduciary duties to any OL Constituent Members, any directors of Operating Lessee or SPC Party or any other Person; (V) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; and (VI) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to Operating Lessee, SPC Party, any OL Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct.

(l)                                     Upon request from Lender, but not more than once in any calendar year, Borrower and Operating Lessee shall each provide an Officer’s Certificate certifying as to Borrower’s and Operating Lessee’s (as applicable) continued compliance with the terms of this Section 3.1.24 and the terms of the Cash Management Agreement.

3.1.25              Tax Filings.  To the extent required, each of Borrower and Operating Lessee has timely filed (or has obtained effective extensions for filing) all federal, and all material state and local tax returns required to be filed and have paid or made adequate provision for the payment of all federal, and all material state and local taxes, charges and assessments payable by Borrower and Operating Lessee, as applicable.  Each of Borrower and Operating Lessee believes that its tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

3.1.26              Solvency.  Each of Borrower and Operating Lessee (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents.  Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities.  No petition in bankruptcy has been filed against Borrower, Operating Lessee or any Constituent Member of Borrower or Operating Lessee, as applicable, and none of Borrower, Operating Lessee or any Constituent Member of Borrower or Operating Lessee, as applicable, has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors.

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3.1.27              Federal Reserve Regulations.  No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

3.1.28              Organizational Chart.  The organizational chart attached as Schedule III hereto, relating to Borrower, Operating Lessee and certain Affiliates thereof and other parties, is true, complete and correct on and as of the date hereof.

3.1.29              Bank Holding Company.  Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

3.1.30              Investment Company Act.  Neither Borrower nor Operating Lessee is (1) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (2) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (3) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

3.1.31              No Bankruptcy Filing.  Neither Borrower nor Operating Lessee has filed, and neither Borrower nor Operating Lessee is contemplating the filing of, a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of its assets or property, and neither Borrower nor Operating Lessee has any knowledge of any Person contemplating the filing of any such petition against it.

3.1.32              Full and Accurate Disclosure.  To Borrower’s knowledge, no information furnished by Borrower or Operating Lessee, as applicable, pursuant to the terms of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.  There is no fact or circumstance presently known to Borrower or Operating Lessee which has not been disclosed to Lender and which is reasonably likely to have a Material Adverse Effect.

3.1.33              Foreign Person.  Neither Borrower nor Operating Lessee is a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

3.1.34              No Change in Facts or Circumstances; Disclosure.  There has been no material adverse change in any condition, fact, circumstance or event that would make the financial statements, rent rolls, reports, certificates or other documents submitted in connection with the Loan inaccurate, incomplete or otherwise misleading in any material respect or that otherwise may cause a Material Adverse Effect.

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3.1.35              Management Agreement.  As of the date hereof, other than the Brand Management Agreement, there exists no Management Agreement between Borrower and any Manager currently in effect concerning the management or operation of the Property.

3.1.36              Perfection of Accounts.

(a)                                 This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower and Operating Lessee, as applicable.  Other than in connection with the Loan Documents and except for Permitted Encumbrances, neither Borrower nor Operating Lessee has sold or otherwise conveyed the Accounts;

(b)                                 The Accounts constitute “deposit accounts” or “securities accounts” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement.

3.1.37              REA Representations.  With respect to each REA, Borrower hereby represents that, to Borrower’s knowledge, (a) each REA is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein), (b) there are no defaults under any REA by any party thereto and, to Borrower’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default under any REA, (c) all rents, additional rents and other sums due and payable under the REAs have been paid in full, and (d) no party to any REA has commenced any action or given or received any notice for the purpose of terminating any REA.

3.1.38              Material Agreements.  With respect to each Material Agreement, (a) each Material Agreement is in full force and effect and has not been amended, restated, replaced or otherwise modified pursuant to any amendments not delivered to Lender (except, in each case, as expressly set forth herein), (b) there are no defaults under any Material Agreement by any party thereto and, to Borrower’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default under any Material Agreement, (c) all payments and other sums due and payable under the Material Agreements have been paid in full, and (d) no party to any Material Agreement has commenced any action or given or received any notice for the purpose of terminating any Material Agreement.

3.1.39              Illegal Activity/Forfeiture.

(a)                                 No portion of any Individual Property has been or will be purchased, improved, equipped or furnished with proceeds of any illegal activity and, to Borrower’s and Operating Lessee’s knowledge, there are no illegal activities or activities relating to controlled substances at any Individual Property.

(b)                                 There has not been and shall never be committed by Borrower or Operating Lessee, and, to Borrower’s knowledge, there has not been and Borrower shall use commercially reasonable efforts to prevent any other Person in occupancy of or involved with

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the operation or use of any Individual Property from committing, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s and Operating Lessee’s obligations under this Agreement, the Note, the Security Instrument, or the other Loan Documents.  Each of Borrower and Operating Lessee hereby covenants and agrees not to (and to use commercially reasonable efforts to prevent any other Person from) commit, permit or suffer to exist any act or omission affording such right of forfeiture.

3.1.40              Guarantor Representations.  Borrower hereby represents and warrants that, as of the date hereof and continuing thereafter for the term of the Loan, the representations and warranties set forth in Subsections 3.1.1(a), 3.1.32, 3.1.33, 3.1.41 and 3.1.42 herein are true and correct with respect to Guarantor, as the same are applicable to such party.  Wherever the term “Borrower” is used in each of the foregoing Subsections it shall be deemed to be “Guarantor” with respect to such party.

3.1.41              Embargoed Person.  As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower, Operating Lessee, Sponsor or Guarantor constitute property of, or are beneficially owned, directly or, to Borrower’s knowledge, indirectly, by any person, entity or country which is a sanctioned person, entity or country under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder (including regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan made by Lender is in violation of Legal Requirements (“Embargoed Person”); (b) unless expressly waived in writing by Lender, no Embargoed Person has any interest of any nature whatsoever in Borrower, Operating Lessee, Sponsor or Guarantor, as applicable, with the result that the investment in Borrower, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements; and (c) to Borrower’s knowledge, none of the funds of Borrower, Operating Lessee, Sponsor or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, Operating Lessee, Sponsor and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. Borrower and Operating Lessee covenant and agree that in the event Borrower or Operating Lessee receives any written notice that Borrower, Operating Lessee, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is designated as an Embargoed Person, Borrower shall immediately notify Lender in writing.  At Lender’s option, it shall be an Event of Default hereunder if Borrower, Operating Lessee, Guarantor, Sponsor or any other party to the Loan is designated as an Embargoed Person.  The representations and covenants contained in this Section 3.1.41 shall not apply to the owners of any publicly traded equity securities.

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3.1.42              Patriot Act.

(a)                                 All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act (collectively referred to in this Section only as the “Patriot Act”) are incorporated into this Section.  Each of Borrower and Operating Lessee hereby represents and warrants that Borrower, Operating Lessee, Sponsor and Guarantor and each and every Person affiliated with Borrower, Operating Lessee, Sponsor and/or Guarantor or that to Borrower’s or Operating Lessee’s knowledge has an economic interest (excluding owners of any publicly traded equity securities) in Borrower, or, to Borrower’s or Operating Lessee’s knowledge, that has an interest in the Property, is:  (i) in full compliance with all applicable requirements of the Patriot Act and any regulations issued thereunder; (ii) operated under policies, procedures and practices, if applicable, that are in compliance with the Patriot Act and available to Lender for their review and inspection during normal business hours and upon reasonable prior notice; (iii) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (iv) not a person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Act; and (v) not owned or controlled by or now acting and or will in the future act for or on behalf of any person who has been determined to be subject to the prohibitions contained in the Patriot Act.  Borrower and Operating Lessee covenant and agree that in the event Borrower or Operating Lessee, as applicable, receives any written notice that Borrower, Operating Lessee, Sponsor or Guarantor (or any of their respective beneficial owners, affiliates or participants) or any Person that has an interest in the Property is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower or Operating Lessee, as applicable, shall immediately notify Lender.  At Lenders’ option, it shall be an Event of Default hereunder if Borrower, Operating Lessee, Guarantor, Sponsor or any other party to the Loan is indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering.  The representations contained in this Section 3.1.42 shall not be deemed to apply to owners of shares of common stock in any indirect owner of Borrower whose shares are listed on a publicly traded stock exchange.

(b)                                 The Patriot Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution.  Consequently, Lender may from time-to-time request, and each of Borrower and Operating Lessee, as applicable, shall provide to Lender, each of Borrower’s and Operating Lessee’s name, address, tax identification number and/or such other identification information as shall be necessary for Lender to comply with federal law.  An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product.

3.1.43              Interest Rate Protection Agreement.  Borrower hereby represents and warrants that it is an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and that it has otherwise satisfied all requirements under the ▇▇▇▇

▇▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement.

3.1.44              Collective Bargaining.  Except for any incentive compensation systems designed to promote increased customer use of the Property, any employee costs and benefits paid by the Manager pursuant to the express terms of the Management Agreement, there are no: (i) collective bargaining agreements and/or other labor agreements to which Borrower or the Operating Lessee is a party or by which either is or may be bound; (ii) employment, profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, health, welfare, or incentive plans and/or contracts to which Borrower or Operating Lessee is a party, or by which either is or may be bound or (iii) plans and/or agreements under which “fringe benefits” (including, but not limited to, vacation plans or programs, and related or similar dental or medical plans or programs, and related or similar benefits) are afforded to employees of Borrower or Operating Lessee.  Neither Borrower nor Operating Lessee has violated in any material respects any applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and the payment and withholding of taxes and other sums as required by appropriate Governmental Authorities.

3.1.45              Franchise Agreement.

(a)                                 With respect to the Franchise Agreement, each of Borrower and Operating Lessee hereby represents and warrants to Lender that: (i) the Franchise Agreement is accurately described on Schedule VII attached hereto; (ii) Operating Lessee has not received or delivered any notice of default under the Franchise Agreement which has not been cured within applicable notice and/or cure periods; (iii) no material default by Operating Lessee or Franchisor currently exists under the Franchise Agreement, nor is Operating Lessee aware of any event or condition which if not cured within applicable notice and/or cure periods would result in Operating Lessee or Franchisor being in default of the Franchise Agreement; (iv) the Franchise Agreement and all amendments thereto delivered to Lender and any comfort letter entered into in connection with the Loan set forth the entire agreement between Franchisor and Operating Lessee and/or Borrower concerning the Property, or any portion thereof, and there are no other agreements, written or oral, to which Franchisor and Operating Lessee and/or Borrower are parties concerning the Property, or any portion thereof; (v) except as set forth on Schedule XI attached hereto, Operating Lessee has performed all capital or other property improvements currently required to be performed to date by the franchisee under the Franchise Agreement; (vi) except as set forth on Schedule XI attached hereto, Operating Lessee has not received notice from Franchisor or any of its subsidiaries or affiliates of any capital or other property improvements that are or will be required to be performed in the future by the franchisee under the Franchise Agreement; and (vii) except as set forth on Schedule XI attached hereto, Operating Lessee has no knowledge of any capital or other property improvements which Franchisor is contemplating or considering requiring to be performed by the franchisee under the Franchise Agreement in the future.

(b)                                 Currently, no Individual Property is subject to any Franchise Agreement. Therefore, there is currently no PIP or other similar requirement imposed under any Franchise Agreement.  Borrower hereby represents and warrants that Borrower has no monetary

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obligations with respect to any PIP required pursuant to any Franchise Agreement for the year 2017.

3.1.46              Hotel Matters.

(a)                                 Borrower has delivered to Lender correct and complete copies of any existing Equipment Leases affecting the Property.  Any such Equipment Leases (i) were entered into on commercially reasonable terms as and conditions in the ordinary course of Borrower’s or Operating Lessee’s business and (ii) relate to Personal Property which is (A) used in connection with the operation and maintenance of the Property in the ordinary course of Borrower’s or Operating Lessee’s business and (B) readily replaceable without material interference or interruption to the operation of the Property.

(b)                                 Borrower and/or Operating Lessee own all of the furnishings, fixtures and equipment necessary to operate the Property as a full service or select service hotel, as the case may be, other than such furnishing, fixtures and equipment which are subject to Permitted Equipment Leases.

3.1.47              Brand Management Agreement.  With respect to the Brand Management Agreement, each of Borrower and Operating Lessee hereby represents and warrants to Lender that: (i) the Brand Management Agreement is accurately described on Schedule XIV attached hereto; (ii) Operating Lessee has not received or delivered any notice of default under the Brand Management Agreement which has not been cured within applicable notice and/or cure periods; (iii) no material default by Operating Lessee or Brand Manager currently exists under the Brand Management Agreement which has not been cured within applicable notice and/or cure periods; (iv) the Brand Management Agreement and all amendments thereto delivered to Lender, any estoppel and/or comfort letter entered into in connection with the Loan and the Assignment of Brand Management Agreement set forth the entire agreement between Brand Manager and Operating Lessee and/or Borrower concerning the applicable Individual Property, or any portion thereof, and there are no other agreements, written or oral, to which Brand Manager and Operating Lessee and/or Borrower are parties concerning the applicable Individual Property, or any portion thereof; (v) except as set forth on Schedule XI attached hereto or as set forth in the Approved Annual Budget, Operating Lessee has performed all capital or other property improvements currently required to be performed to date by the Brand Manager under the Brand Management Agreement; (vi) except as set forth on Schedule XI attached hereto or as set forth in the Approved Annual Budget, Operating Lessee has not received notice from Brand Manager or any of its subsidiaries or affiliates of any capital or other property improvements that are or will be required to be performed in the future by Operating Lessee under the Brand Management Agreement; and (vii) except as set forth on Schedule XI attached hereto or as set forth in the Approved Annual Budget, Operating Lessee has no knowledge of any capital or other property improvements which Brand Manager is contemplating or considering requiring to be performed by the Operating Lessee under the Brand Management Agreement in the future.

3.1.48              Ground Lease.  Borrower hereby represents and warrants to Lender the following with respect to the Ground Lease:

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(a)                                 Recording; Modification.  The Ground Lease or a memorandum of the Ground Lease has been duly recorded.  The Ground Lease permits the interest of Borrower to be encumbered by a mortgage.  There have not been amendments or modifications to the terms of the Ground Lease since its recordation, with the exception of written instruments which have been recorded.  The Ground Lease may not be canceled, surrendered or modified without prior written notice given to Lender and any such action without such prior written notice shall not be binding on Lender.

(b)                                 No Liens.  Except for the Permitted Encumbrances, Borrower’s interest in the Ground Lease is not subject to any Liens or encumbrances superior to, or of equal priority with, the Security Instrument other than the ground lessor’s related leasehold interest.  There is no Lien, including, without limitation, any mortgage, deed of trust or other security instrument, encumbering the ground lessor’s leasehold interest other than one leasehold mortgage to Metropolitan Life Insurance Company (the “Leasehold Mortgage”), and the Ground Lease is prior and superior to the Leasehold Mortgage and is and shall remain prior to any Lien upon the related leasehold interest that may hereafter be granted (including, without limitation, any future leasehold mortgage).

(c)                                  Ground Lease Assignable.  Borrower’s interest in the Ground Lease is assignable to Lender in connection with a foreclosure, delivery of a deed-in-lieu or other exercise of Lender’s remedies under the Loan Documents without the consent of the ground lessor (or, if any such consent is required, it has been obtained prior to the Closing Date).  Thereafter, the Ground Lease is further assignable by Lender, its successors and assigns without the consent of the ground lessor.  The Ground Lease permits the interest of the lessee thereunder to be encumbered by a leasehold mortgage, and to be collaterally assigned to any leasehold mortgagee, and contains no restrictions on the identity of a leasehold mortgagee.  All rights of Borrower under the Ground Lease (insofar as they relate to the Ground Lease) may be exercised by or on behalf of Lender upon an Event of Default hereunder.

(d)                                 Default.  As of the date hereof, the Ground Lease is in full force and effect and no default has occurred under the Ground Lease and there is no existing condition which, but for the passage of time or the giving of notice, could result in a default under the terms of the Ground Lease.

(e)                                  Notice.  The Ground Lease requires the ground lessor to give notice of any default by Borrower to Lender.  The Ground Lease further provides that any notice of default or termination given under the Ground Lease is not effective against Lender unless a copy of the notice has been delivered to Lender in the manner described in the Ground Lease.

(f)                                   Cure.  Lender is permitted the reasonable opportunity (including, where necessary, reasonable time to gain possession of the interest of Borrower under the Ground Lease, including, without limitation, through legal proceedings) to cure any default under the Ground Lease, which is curable after the receipt of notice of the default before the ground lessor thereunder may terminate the Ground Lease.

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(g)                                  Term.  The Ground Lease has a term, including extensions options exercisable, and enforceable, by Lender, which extends not less than forty (40) years from the Closing Date.

(h)                                 New Lease.  The Ground Lease expressly requires the ground lessor to enter into a new lease (on substantially the same terms as the existing Ground Lease) with Lender upon termination of the Ground Lease for any reason, including termination or rejection of the Ground Lease in a bankruptcy proceeding.

(i)                                     Insurance Proceeds.  Under the terms of the Ground Lease and the Security Instrument, taken together, any related insurance and condemnation proceeds will be applied either to the repair or restoration of all or part of the Property, with Lender having the right to hold and disburse the proceeds as the repair or restoration progresses, or to the payment of the outstanding principal balance of the Loan together with any accrued interest thereon.

(j)                                    Use/Subleasing.  The Ground Lease does not impose any commercially unreasonable restrictions on use and/or subleasing.

(k)                                 Possession.  The Ground Lease contains a covenant that the lessor thereunder is not permitted, in the absence of an uncured default, to disturb the possession, interest or quiet enjoyment of Borrower in the Property subject to the Ground Lease for any reason, or in any manner.

(l)                                     Estoppel.  The Ground Lease requires the ground lessor thereunder to deliver an estoppel certificate to Lender, its successors and assigns.

(m)                             No Merger.  The Ground Lease provides that there shall be no merger of the Ground Lease or any interest in the Ground Lease or of the sub-leasehold estate created thereby with the fee estate in the Demised Premises (as defined in the Ground Lease) or any interest in such fee estate by reason of the fact that the Ground Lease, any interest therein, or the sub-leasehold estate created thereby may be directly or indirectly held by or for the account of any Person who shall hold the related fee estate in the Demised Premises, or any interest in such fee estate.

(n)                                 Prime Ground Lease.  To Borrower’s knowledge, the Prime Ground Lease is in full force and effect and no party thereto is in default thereunder.

3.1.49              Incentive Documents.  With respect to each of the Incentives Documents, (a) each Incentive Document is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein), (b) Borrower has performed and/or observed, in all material respects, all of the covenants and agreements required to be performed and observed by it under any Incentive Documents as of the date hereof; (c) there are no defaults under any Incentive Document by any party thereto and, to Borrower’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default under any Incentive Document, (d) all sums due and payable by Borrower under each Incentive Document have been paid in full, (e) the outstanding principal balance of the TIF Note is $8,098,057.47 and the outstanding principal balance of the

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Project Note is $8,098,057.47; (f) Borrower has received no notice from PAID asserting any offset, reduction or similar right under the TIF Loan; (g) no party to any Incentive Document has commenced any action or given or received any notice for the purpose of terminating any Incentive Document, and (h) the representations made in any estoppel or similar document delivered with respect to any Incentive Document in connection with the Loan, if any, are true, complete and correct and are hereby incorporated by reference as if fully set forth herein.

Section 3.2                                   Survival of Representations.  The representations and warranties set forth in Section 3.1 above shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents.

Section 3.3                                   Knowledge of Borrower.  To the extent any statement herein is qualified to Borrower’s knowledge or the knowledge of Borrower or some similar statement, such knowledge shall be deemed to mean the actual knowledge of ▇▇▇▇▇ ▇▇▇▇▇▇ after due inquiry; provided, however, that designating such individuals as knowledge parties hereunder shall not be deemed to subject such individuals to any personal liability whatsoever.

ARTICLE IV.

BORROWER COVENANTS

Section 4.1                                   Borrower Affirmative Covenants.  Borrower hereby covenants and agrees with Lender that:

4.1.1                     Existence; Compliance with Legal Requirements.  Each Borrower, each Operating Lessee, Guarantor, and Sponsor shall do or cause to be done all commercially reasonable things necessary to preserve, renew and keep in full force and effect its existence, rights, Licenses, permits, trade names, and franchises (owned by such party), and comply with all Legal Requirements applicable to it and the Property.  Each Borrower, each Operating Lessee, Guarantor, and Sponsor shall continue to comply with Legal Requirements relating to OFAC, Embargoed Persons and the Patriot Act; including without limitation, the provisions of Sections 3.1.41 and 3.1.42 hereof, throughout the term of the Loan.

4.1.2                     Taxes and Other Charges.  Borrower or Operating Lessee shall pay, or shall cause Operating Lessee to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 6.2 hereof.  Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender pursuant to Section 6.2 hereof.  Borrower shall not permit or suffer and shall promptly discharge any lien or charge against the Property, and shall promptly pay for all utility services provided to the Property.  After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in

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accordance with all applicable Legal Requirements; (iii) neither any Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall deposit with Lender cash, or other security as may be approved by Lender, in an amount equal to one hundred ten percent (110%) of the contested amount, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon.  Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established.

4.1.3                     Litigation.  Borrower and/or Operating Lessee, as applicable, shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against the Property, Borrower, Operating Lessee, any SPC Party, Sponsor, or any Guarantor which is reasonably likely to have a Material Adverse Effect.

4.1.4                     Access to Property.  Borrower and/or Operating Lessee, as applicable, shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

4.1.5                     Further Assurances; Supplemental Mortgage Affidavits.  Borrower and Operating Lessee, as applicable, shall, at Lender’s sole cost and expense:

(a)                                 execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(b)                                 do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time, including, without limitation, the execution and delivery of all such writings necessary to transfer any liquor licenses with respect to the Property into the name of Lender or its designee after the occurrence of an Event of Default.

4.1.6                     Financial Reporting.

(a)                                 Borrower shall keep and maintain or will cause to be kept and maintained proper and accurate books and records, in accordance with the Approved Accounting Method, reflecting the financial affairs of Borrower.  Lender shall have the right from time to time during normal business hours upon reasonable notice to Borrower to examine such books and records at the office of Borrower or other Person maintaining such books and records and to make such copies or extracts thereof as Lender shall desire.

(i)                                     Borrower shall furnish Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year, a complete copy of Borrower’s annual

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financial statements prepared in accordance with the Approved Accounting Method (or such other accounting method reasonably approved by Lender), covering each Individual Property, including statements of occupancy, income and expense and cash flow for Borrower, each Individual Property and a balance sheet for Borrower.  Such statements shall set forth Underwritten NOI, Operating Income and Operating Expenses for the components thereof; provided that, at any time that Borrower is no longer owned, directly or indirectly, by an entity that is a publicly-traded company on a nationally recognized stock exchange, such annual financial statements shall be audited by a “Big Four” accounting firm or other independent certified public accountant acceptable to Lender.  Borrower’s annual financial statements shall be accompanied by a certificate executed by the chief financial officer of Borrower stating that such annual financial statement presents fairly in all material respects the financial condition and the results of operations of Borrower, each Individual Property.  Together with Borrower’s annual financial statements, Borrower shall furnish to Lender (i) an Officer’s Certificate certifying as of the date thereof and to the best of Borrower’s knowledge, that no Default exists under this Agreement or any other Loan Document or, if so, specifying the nature and status of each such Default and the action then being taken by Borrower or proposed to be taken to remedy such Default, (ii) an annual summary of any and all FF&E Expenditures made at each Individual Property during the prior twelve (12) month period; (iii) a calculation reflecting Actual Debt Service Coverage Ratio as of the end of such Fiscal Year for the prior twelve (12) month period, (iv) a calculation reflecting Debt Yield for the prior twelve (12) month period; (v) if requested by Lender, the Officer’s Certificate described in Section 3.1.24(l) hereof; and (vi) with respect to each Individual Property, the most current ▇▇▇▇▇ Travel Research Reports in the form of Schedule X attached hereto then available to Borrower reflecting market penetration and relevant hotel properties competing with such Individual Property.

(b)                                 Borrower will furnish Lender on or before the forty-fifth (45th) day after the end of each fiscal quarter (based on Borrower’s Fiscal Year), the following items:

(i)                                     a current balance sheet of Borrower and quarterly and year to date statements of occupancy, income and expense and cash flow prepared for such quarter with respect to each Individual Property, and for the corresponding quarter of the previous year, and a statement of revenues and expenses for the year to date, and a statement of Underwritten NOI for such quarter;

(ii)                                  an Officer’s Certificate from the chief financial officer of Borrower, certifying to the best of the signer’s knowledge: (A) that such statements referred to in (i) above are true, correct, accurate and complete and fairly present the financial condition and results of the operations of Borrower and each Individual Property in accordance with the Approved Accounting Method as applicable, (B) that as of the date of such Officer’s Certificate and, to the best of Borrower’s knowledge, no Default exists under this Agreement or any other Loan Document or, if so, specifying the nature and status of each such Default and the action then being taken by Borrower or proposed to be taken to remedy such Default, (C) a calculation reflecting the Debt Yield as of the end of such fiscal quarter for the prior twelve (12) month period and (D) a calculation reflecting the

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Actual Debt Service Coverage Ratio as of the end of such fiscal quarter for the prior twelve (12) month period; and

(iii)                                           with respect to each Individual Property, the most current ▇▇▇▇▇ Travel Research Reports in the form of Schedule X attached hereto then available to Borrower reflecting market penetration and relevant hotel properties competing with such Individual Property.

(c)                                  Borrower will furnish Lender on or before the thirty-fifth (35th) day after the end of each calendar month (other than any month constituting the last month of a fiscal quarter), the following items:

(i)                                     a current balance sheet of Borrower and monthly and year-to-date statements of occupancy, income and expense and cash flow prepared for such month with respect to each Individual Property (which shall include, without limitation, FF&E Expenditures and any capital expenditures) and for the corresponding month of the previous year, and a statement of revenues and expenses for the year-to-date, and a statement of Underwritten NOI for such month; and

(ii)                                  an Officer’s Certificate from the chief financial officer of Borrower, certifying to the best of the signer’s knowledge: (A) that such statements referred to in (i) above are true, correct, accurate and complete and fairly present the financial condition and results of the operations of Borrower, each Individual Property in accordance with the Approved Accounting Method as applicable, and (B) that as of the date of such Officer’s Certificate and, to the best of Borrower’s knowledge, no Default exists under this Agreement or any other Loan Document or, if so, specifying the nature and status of each such Default and the action then being taken by Borrower or proposed to be taken to remedy such Default.

(d)                                 Borrower and/or Operating Lessee, as applicable, shall submit the Annual Budget to Lender for each Individual Property not later than thirty (30) days prior to the commencement of each Fiscal Year. Lender shall have the right to approve each Annual Budget, such approval not to be unreasonably withheld, conditioned or delayed; provided that, with respect to any Individual Property subject to a Brand Management Agreement, Lender shall only have the right to approve the Annual Budget for such Individual Property to the extent Borrower and/or Operating Lessee have approval rights with respect to such Individual Property’s Annual Budget.  Annual Budgets, to the extent approved by Lender (and the Annual Budgets to the extent Lender has no approval right), shall hereinafter be referred to as an “Approved Annual Budget.”  In the event that Borrower incurs or desires to incur an extraordinary operating expense or extraordinary capital expenditure not set forth in the Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval shall not be required with respect to any such expense that is funded from a capital contribution to Borrower from any of its members provided no Event of Default has occurred and is continuing.  In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections (and deliver to

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Borrower a reasonably detailed description of such objections) within five (5) Business Days after receipt of written request for approval and all required information and documentation relating thereto in which to approve or disapprove such matter.  Borrower shall promptly revise such Annual Budget and resubmit the same to Lender.  Lender shall advise Borrower of any objections to such revised Annual Budget within five (5) Business Days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget.  Until such time that Lender approves a proposed Annual Budget, the most recent Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums, utilities expenses and expenses under the Management Agreement.  In the event that Lender fails to respond to the budget approval request within such time periods set forth above, Lender’s approval shall be deemed given for all purposes. Notwithstanding the foregoing or anything herein to the contrary, Borrower shall be permitted to provide a separate combined capital expenditure budget (each, a “Capital Budget”) with each Annual Budget setting forth the FF&E Expenditures for all of the Individual Properties on a consolidated basis.  Each Capital Budget shall be deemed to be part of Borrower’s Annual Budget and shall be subject to Lender’s consent and such other requirements as set forth in this Section 4.1.6(d).  Furthermore, notwithstanding anything herein to the contrary, the 2017 Annual Budget provided to Lender constitutes an Approved Annual Budget as of the date hereof.

(e)                                  Borrower and/or Operating Lessee, as applicable, shall furnish to Lender any written notice received from a Tenant under a Major Lease threatening non-payment of Rent or other default, alleging or acknowledging a default by landlord, requesting a termination of a Major Lease or a material modification of any Major Lease or notifying Borrower or Operating Lessee, as applicable, of the exercise or non-exercise of any option provided for in such Tenant’s Major Lease, or any other similar material correspondence received by Borrower and/or Operating Lessee from Tenants under a Major Lease during the subject fiscal quarter.

(f)                                   Borrower and/or Operating Lessee, as applicable, shall deliver to Lender, within ten (10) Business Days of the receipt thereof by Borrower and/or Operating Lessee, as applicable, a copy of all reports prepared by Manager pursuant to the Management Agreement, including, without limitation, any inspection reports.

(g)                                  Borrower and/or Operating Lessee, as applicable, shall furnish to Lender, within five (5) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of each Individual Property and the financial affairs of Borrower and/or Operating Lessee, as applicable, as may be reasonably requested by Lender, including, without limitation, a comparison of the budgeted income and expenses and the actual income and expenses for a quarter and year to date for each Individual Property individually, together with a detailed explanation of any variances of more than the greater of five percent (5%) or $5,000 between budgeted and actual amounts for such period and year to date.

4.1.7                     Title to the Property.  Borrower will warrant and defend the validity and priority of the Lien of the Security Instrument on the Property against the claims of all Persons whomsoever, subject only to Permitted Encumbrances.

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4.1.8                     Estoppel Statement.

(a)                                 After request by Lender and not more than one time in any calendar year, Borrower and/or Operating Lessee, as applicable, shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the Debt, if any, and (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification.

(b)                                 After request by Borrower, provided no Event of Default exists, Lender shall within ten (10) Business Days furnish Borrower with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid and (iv) whether or not Lender has sent any notice of default under the Loan Documents which remains uncured in the opinion of Lender.

(c)                                  Borrower and/or Operating Lessee, as applicable, shall use commercially reasonable efforts to deliver to Lender, upon request, an estoppel certificate from each party under each Material Agreement and the REA’s and each Tenant under any Lease, provided that, such certificate may be in the form required under such Material Agreement or REA or Lease, as applicable; and, provided further, that Borrower and/or Operating Lessee, as applicable, shall not be required to deliver such certificates more frequently than one (1) time in any calendar year (other than in connection with an Event of Default or a Securitization).

(d)                                 Borrower and/or Operating Lessee, as applicable, shall use commercially reasonable efforts to deliver to Lender, upon request, an estoppel certificate or comfort letter, as applicable, in form and substance acceptable to Lender, from Franchisor or Brand Manager, as applicable; provided, that neither Borrower and/or Operating Lessee, as applicable, shall be required to deliver such comfort letter or estoppel certificate, as applicable, more frequently than one (1) time in any calendar year (other than in connection with an Event of Default or a Securitization (and any reasonable actual out-of-pocket costs incurred by Borrower in connection with obtaining such estoppel or comfort letter in connection with a Securitization shall be paid by Lender)).

4.1.9                     Leases.

(a)                                 Borrower and Operating Lessee may enter into, renew, amend or modify Leases (other than a Major Lease) after the date hereof, so long as the same shall (i) provide for rental rates comparable to existing local market rates for similar properties, (ii) be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Security Instrument and that the lessee will attorn to Lender and any purchaser at a foreclosure sale, (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents, (v) not be to an Affiliate of Borrower, Operating Lessee or any Borrower Party, and (vi) not contain any option to purchase or any right of first refusal to purchase the Property.  All Major Leases and all renewals, amendments, assignments, subleases (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral

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right of the Tenant thereunder not requiring the consent of Borrower) and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld or delayed.

(b)                                 Borrower and Operating Lessee (i) shall observe and perform the obligations imposed upon the lessor under the Major Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Major Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner; provided, however, neither Borrower nor Operating Lessee shall terminate or accept a surrender of a Major Lease, without Lender’s prior approval (unless such termination is in connection with an event of default by the Tenant under such Major Lease); (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Major Leases or the Rents (except as contemplated by the Loan Documents); (v) shall not alter, modify or change any Major Lease so as to change the amount of or payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the lessee or increase the obligations of lessor, without Lender’s prior approval, which approval shall not be unreasonably withheld or delayed; and (vi) shall hold all security deposits under all Major Leases in accordance with Legal Requirements.  Upon request, Borrower shall furnish or shall cause Operating Lessee to furnish Lender with executed copies of all Major Leases.

(c)                                  [Intentionally omitted].

(d)                                 [Intentionally omitted].

(e)                                  Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any leasing matters set forth in this Section 4.1.9, Lender shall have ten (10) Business Days from receipt of written request and all required information and documentation relating thereto in which to approve or disapprove such matter, provided that such request to Lender is marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”.  In the event that Lender fails to respond to the leasing matter in question within such time, Lender’s approval shall be deemed given for all purposes.  Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender, including, without limitation, lease comparables and other market information as reasonably required by Lender.  No consent, review, processing, administrative or similar fee shall be due in connection with any such approval request.

4.1.10              Alterations.  Lender’s prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease, any PIP or any alterations otherwise required by any Franchisor or Brand Manager or set forth in the 2017 Approved Annual Budget) (a) that are reasonably expected to have a Material Adverse Effect, or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold.  If the total unreserved (by Lender or Brand Manager) and unpaid amounts incurred and to be incurred with respect to such alterations

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to the Improvements with respect to such Individual Property shall at any time exceed the Alteration Threshold for such Individual Property, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) Letters of Credit, (iii) U.S. Obligations, (iv) other securities acceptable to Lender, such approval by Lender may include (pursuant to the Prudent Lender Standard) a Rating Agency Confirmation, or (v) a completion bond acceptable to Lender, such approval by Lender may include (pursuant to the Prudent Lender Standard) a Rating Agency Confirmation.  Such security shall be in an amount equal to the excess of the total unreserved (by Lender or Brand Manager) and unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements with respect to the applicable Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold for such Individual Property.  Borrower shall have the right from time to time to draw upon such security (if cash) pursuant to reasonable disbursement mechanisms customarily established by Lender and to reduce such security as Borrower expends funds to complete such Alteration.

4.1.11              Interest Rate Cap.  At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the outstanding principal amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating.  If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate.  The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof.  In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating or the placement by any Rating Agency of such Counterparty “On Watch for Downgrade” from the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) days following receipt of notice of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 4.1.11) from a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating.  At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement.  Notwithstanding the foregoing or anything herein to the contrary, if there is no Counterparty in the market willing to provide an Interest Rate Protection Agreement due to the Minimum Counterparty Rating requirements, Borrower may enter into an Interest Rate Protection Agreement with a Counterparty reasonably acceptable to Lender and acceptable to the Rating Agencies without such Counterparty needing to satisfy the Minimum Counterparty Rating requirements.

4.1.12              Material Agreements. Each of Borrower and Operating Lessee shall (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements

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required to be performed and observed by it under the Material Agreements and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Material Agreements of which it is aware; (iii) promptly deliver to Lender a copy of (a) any written notice of material default received by it under the Material Agreements and (b) any written notice received by it of any increased costs and expenses (or any matter that would cause an increase of costs and expenses) under any Material Agreements, which increased costs are reasonable likely to have a Material Adverse Effect; (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed under the Material Agreements in a commercially reasonable manner the failure of which is reasonably likely to have a Material Adverse Effect; (iv) cause each Individual Property to be operated, in all material respects, in accordance with the Material Agreements the failure of which is reasonably likely to have a Material Adverse Effect; and (v) not, without the prior written consent of Lender, to the extent the same would reasonably be likely to have a Material Adverse Effect with respect to the following clauses (A) through (E), (A) enter into any new Material Agreement or execute material modifications to any existing Material Agreements, (B) surrender, terminate or cancel any Material Agreement, (C) reduce or consent to the reduction of the term of the Material Agreements, (D) increase or consent to the increase of the amount of any charges under the Material Agreements, (E) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Material Agreements in any material respect or (F) following the occurrence and during the continuance of an Event of Default, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Material Agreements.  Notwithstanding the foregoing or anything herein to the contrary, Lender’s consent is not required under clauses (A) — (E) above, provided that, such Material Agreement or any amendment thereto is on commercially reasonable terms at existing local market rates at the time of execution.

Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any matters relating to Material Agreements set forth in this Section 4.1.12, Lender shall have ten (10) Business Days from receipt of written request and all required information and documentation relating thereto in which to approve or disapprove such matter, provided that such request to Lender is marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”.  In the event that Lender fails to respond to the matter in question within such time, Lender’s approval shall be deemed given for all purposes.  Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender.  No consent, review, processing, administrative or similar fee shall be due in connection with any such approval request.

4.1.13              Performance by Borrower and Operating Lessee.  Each of Borrower and Operating Lessee shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by Borrower and/or Operating Lessee, as applicable, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document

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executed and delivered by Borrower and/or Operating Lessee, as applicable, without the prior consent of Lender.

4.1.14              Costs of Enforcement/Remedying Defaults.  In the event (a) that the Security Instrument is foreclosed in whole or in part or the Note or any other Loan Document is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any Lien or mortgage prior to or subsequent to the Security Instrument, (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Operating Lessee or Guarantor or an assignment by Borrower, Operating Lessee or Guarantor for the benefit of its creditors, or (d) Lender shall remedy or attempt to remedy any Event of Default hereunder, Borrower shall be chargeable with and agrees to pay all costs incurred by Lender as a result thereof, including costs of collection and defense (including reasonable attorneys’, experts’, consultants’ and witnesses’ fees and disbursements) in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable on demand, together with interest thereon from the date incurred by Lender at the Default Rate, and together with all required service or use taxes.

4.1.15              Business and Operations.  Borrower and Operating Lessee will continue to engage in the businesses currently conducted by it as and to the extent the same are necessary for the ownership, operation, management and leasing of the Property.  Borrower and Operating Lessee will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, operation, management and leasing of the Property. Borrower and Operating Lessee shall at all times cause the Philadelphia Property and the San Francisco Property to be maintained as “Upscale” hotels (or any equivalent successor thereto) or higher, and the other Individual Properties as “Upper Upscale” hotels (or any equivalent successor thereto) or higher, in each case, in accordance with the ▇▇▇▇▇ Travel Research Report (or any successor thereto).

4.1.16              Loan Fees.  Borrower shall pay all fees and costs (including, without limitation, all origination and commitment fees) required of Borrower pursuant to the terms of that certain application letter between Ashford Prime Portfolio and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., dated November 7, 2016.

4.1.17              REA Covenants.  Each of Borrower and Operating Lessee shall (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the REAs and do all things necessary to preserve and to keep unimpaired its material rights thereunder the failure of which is reasonably likely to have a Material Adverse Effect; (ii) promptly notify Lender of any material default under the REAs for which it has received notice; (iii) promptly deliver to Lender a copy of each material financial statement, material business plan, material capital expenditures plan, material notice, material report and material estimate received by it under the REAs; (iv) enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed under the REAs in a commercially reasonable manner the failure of which is reasonably likely to have a Material Adverse Effect; (iv) cause the Property to be operated, in all material respects, in accordance with the REAs the failure of which is reasonably likely to have a Material Adverse Effect; and (v) not, without the prior written consent of Lender (other than in connection with a Permitted Encumbrance), which consent shall not be unreasonably withheld,

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conditioned or delayed, (A) enter into any new REA or execute modifications to any existing REAs that would have a Material Adverse Effect, (B) surrender, terminate or cancel the REAs, (C) reduce or consent to the reduction of the term of the REAs, (D) increase or consent to the increase of the amount of any charges under the REAs, (E) otherwise materially modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the REAs in any material and adverse respect or (F) following the occurrence and during the continuance of an Event of Default, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the REAs.

Notwithstanding anything to the contrary contained herein, to the extent Lender’s prior approval is required for any matters relating to REAs set forth in this Section 4.1.17, Lender shall have ten (10) Business Days from receipt of written request and all required information and documentation relating thereto in which to approve or disapprove such matter, provided that such request to Lender is marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”.  In the event that Lender fails to respond to the matter in question within such time, Lender’s approval shall be deemed given for all purposes.  Borrower shall provide Lender with such information and documentation as may be reasonably required by Lender.  No consent, review, processing, administrative or similar fee shall be due in connection with any such approval request.

4.1.18              [Intentionally Omitted].

4.1.19              Ground Lease.

(a)                                 Borrower shall (i) pay all rents, additional rents and other sums required to be paid by Borrower, as tenant under and pursuant to the provisions of the Ground Lease, (ii) diligently perform and observe all of the terms, covenants and conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed and observed, and (iii) promptly notify Lender of the giving of any written notice by the landlord under the Ground Lease to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Ground Lease on the part of Borrower, as tenant thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice within five (5) Business Days of receipt and (iv) promptly notify Lender of any bankruptcy, reorganization or insolvency of the landlord under the Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrower’s receipt.  Borrower shall not, without the prior consent of Lender, surrender the leasehold estate created by the Ground Lease or terminate or cancel the Ground Lease or modify, change, supplement, alter or amend the Ground Lease, either orally or in writing.  Borrower hereby assigns to Lender, as further security for the payment and performance of the obligations and for the performance and observance of the terms, covenants and conditions of the Security Instrument, this Agreement and the other Loan Documents, all of the rights, privileges and prerogatives of Borrower, as tenant under the Ground Lease, to surrender the leasehold estate created by the Ground Lease or to terminate, cancel, modify, change, supplement, alter or amend the Ground Lease in any material respect, and any such surrender of the leasehold estate created by the Ground Lease or

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termination, cancellation, modification, change, supplement, alteration or amendment of the Ground Lease in any material respect without the prior consent of Lender shall be void and of no force and effect.  If Borrower shall default in the performance or observance of any term, covenant or condition of the Ground Lease on the part of Borrower, as tenant thereunder, and shall fail to cure the same prior to the expiration of any applicable cure period provided thereunder, then, without limiting the generality of the other provisions of the Security Instrument, this Agreement and the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the terms, covenants and conditions of the Ground Lease on the part of Borrower to be performed or observed on behalf of Borrower, to the end that the rights of Borrower in, to and under the Ground Lease shall be kept unimpaired and free from default.  If the landlord under the Ground Lease shall deliver to Lender a copy of any notice of default under the Ground Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon.  Borrower shall exercise each individual option, if any, to extend or renew the term of the Ground Lease upon demand by Lender made at any time within one (1) year prior to the last day upon which any such option may be exercised, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest.  Borrower will not subordinate or consent to the subordination of the Ground Lease to any mortgage, security deed, lease or other interest on or in the landlord’s interest in all or any part of the Property, unless, in each such case, the written consent of Lender shall have been first had and obtained.

(b)                                 Notwithstanding anything contained in the Ground Lease to the contrary, Borrower shall not further sublet any portion of the Property (other than pursuant to the Operating Lease or as permitted pursuant to Section 4.1.9 hereof) without prior written consent of Lender.  Each such sublease hereafter made shall provide that (i) in the event of the termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (ii) in the event of any action for the foreclosure of the Security Instrument, the sublease shall not terminate or be terminable by the lessee thereunder by reason of the termination of the Ground Lease unless such lessee is specifically named and joined in any such action and unless a judgment is obtained therein against such lessee; and (iii) in the event that the Ground Lease is terminated as aforesaid, the lessee under the sublease shall attorn to the lessor under the Ground Lease or to the purchaser at the sale of the Property on such foreclosure, as the case may be.  In the event that any portion of the Property shall be sublet pursuant to the terms of this subsection, such sublease shall be deemed to be included in the Property.

(c)                                  Borrower hereby agrees that it shall not consent to the sub-ground lessor under the Ground Lease electing to treat the Ground Lease as terminated under Section 365(h) of the Bankruptcy Code pursuant to Section 11.06 of the Ground Lease without obtaining Lender’s prior written consent.

4.1.20              Maintenance of Property.  Borrower and Operating Lessee shall cause the Property to be maintained in good and safe working order and repair in all material respects, reasonable wear and tear excepted, and in keeping with the condition and repair of properties of

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