James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L.

Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF FILING OF SUPPLEMENT TO THE DEBTORS MOTION FOR THE ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION FINANCING FROM AN AFFILIATE OF LEHMAN ALI INC. ON A PRIMING BASIS PURSUANT TO SECTIONS 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), AND 364(e) OF THE BANKRUPTCY CODE1
1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand (continued on next page)

PLEASE TAKE NOTICE that, on August 13, 2010, the above-captioned debtors and debtors in possession (collectively, the Debtors) filed the Supplement to the Debtors Motion for the Entry of an Order Authorizing the Debtors to Obtain Postpetition Financing from an Affiliate of Lehman ALI Inc. on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), and 364(e) of the Bankruptcy Code (the Supplement to the Lehman ALI DIP Motion). PLEASE TAKE FURTHER NOTICE that a hearing (the Final DIP Hearing) on the Supplement to the Lehman ALI DIP Motion will be held before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Courtroom No. 610 of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court), Alexander

Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

Hamilton Custom House, One Bowling Green, New York, New York 10004-1408, on September 1, 2010 at 8:30 a.m. prevailing Eastern Time. Pursuant to Court determination, the deadline to file and serve responses or objections to the Supplement to the Lehman ALI DIP Motion has been rescheduled to August 23, 2010 at 4:00 p.m. prevailing Eastern Time. Replies, if any, must be filed and served by August 27, 2010 at 12:00 p.m. (noon) prevailing Eastern Time. PLEASE TAKE FURTHER NOTICE THAT all responses or objections to the Supplement to the Lehman ALI DIP Motion must: (a) be made in writing; (b) conform to the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, and the Case Management Procedures Order; (c) state with particularity the legal and factual basis for the objection; (d) be filed with the Court; and (e) be served in accordance with and upon the parties set forth in the Case Management Order. PLEASE TAKE FURTHER NOTICE that copies of the Supplement to the Lehman ALI DIP Motion may be obtained free of charge by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. You may also obtain copies of any pleadings by visiting the Courts website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein. PLEASE TAKE FURTHER NOTICE that failure to file a timely objection may result in entry of order granting the relief requested in the Supplement to the Lehman ALI DIP Motion as requested by the Debtors.

New York, New York Dated: August 13, 2010

/s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

SUPPLEMENT TO THE DEBTORS MOTION FOR THE ENTRY OF AN ORDER AUTHORIZING THE DEBTORS TO OBTAIN POSTPETITION FINANCING FROM AN AFFILIATE OF LEHMAN ALI INC. ON A PRIMING BASIS PURSUANT TO SECTIONS 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), AND 364(e) OF THE BANKRUPTCY CODE1
1

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); (continued on next page)

K&E 17509453.2

The above-captioned debtors (the Debtors) hereby file this supplement (the Supplement to the Lehman ALI DIP Motion) to the Debtors Motion for the Entry of an Order Authorizing the Debtors to Obtain Postpetition Financing from an Affiliate of Lehman ALI Inc. on a Priming Basis Pursuant to Sections 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1), and 364(e) of the Bankruptcy Code [Docket No. 23] (the Lehman ALI DIP Motion). In further support of the Lehman ALI DIP Motion and this Supplement to the Lehman ALI DIP Motion, the Debtors respectfully state as follows: Compliance with Bankruptcy Rule 4001(c) and Local Rule 4001-2 1. In accordance with Rule 4001(c)(1)(A) of the Federal Rules of Bankruptcy

Procedure (the Bankruptcy Rules) and Rule 4001-2 of the Local Bankruptcy Rules for the Southern District of New York (the Local Bankruptcy Rules), attached hereto as Exhibit A

Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

is the proposed order (the Lehman ALI DIP Order) authorizing the Debtors to enter into and perform under the $17,498,095.52 million debtor-in-possession credit agreement between the Lehman ALI DIP Lender and the Borrower (each as defined herein), attached hereto as Exhibit B (the Lehman ALI Credit Agreement). 2. Pursuant to Bankruptcy Rules 4001(c)(1)(B) and Local Bankruptcy Rule 4001-2,

the chart below provides a concise statement and summary of the proposed material terms of the DIP Facility.2
MATERIAL TERMS OF THE POSTPETITION FINANCING DIP Agreement Parties Fed. R. Bankr. P. 4001(c)(1)(B) Debtor Parties: Borrower: The Floating Rate Debtors3 (collectively, the Borrower) Lender Parties: DIP Lender: Solar Finance Inc., an affiliate of Lehman ALI Inc. (the Lehman ALI DIP Lender) (Lehman ALI DIP Order at p. 2; Lehman ALI Credit Agreement at pp. 3, 9) Maturity Fed. R. Bankr. P. 4001(c)(1)(B) Termination Date Fed. R. Bankr. P. 4001(c)(1)(B) 360 days from the Closing Date (Lehman ALI Credit Agreement at p. 11) Termination Date: The DIP Facility will automatically become due and payable upon: the acceleration of the DIP Facility due to the occurrence and continuation of an event of Default; the effective date of any plan in the bankruptcy proceeding that provides for payment in full of all obligations owing under the DIP Facility; the closing date of any sale of all or substantially all of any Borrowers assets that constitute collateral;

Capitalized terms used in the following chart but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement or Lehman ALI DIP Order, as applicable. This summary is qualified in its entirety by reference to the provisions of the Credit Agreement or Lehman ALI DIP Order, as applicable. To the extent of any inconsistency between this chart and the Credit Agreement or Lehman ALI DIP Order, as applicable, the Credit Agreement or Lehman ALI DIP Order, as applicable, shall govern. The Floating Rate Debtors are as follows: KPA/GP Valencia LLC; Grand Prix West Palm Beach LLC; KPA/GP Ft. Walton Beach LLC; Grand Prix Ft. Wayne LLC; Grand Prix Indianapolis LLC; KPA/GP Louisville (HI) LLC; Grand Prix Bulfinch LLC; Grand Prix Woburn LLC; Grand Prix Rockville LLC; Grand Prix East Lansing LLC; Grand Prix Grand Rapids LLC; Grand Prix Troy (Central) LLC; Grand Prix Troy (SE) LLC; Grand Prix Atlantic City LLC; Grand Prix Montvale LLC; Grand Prix Morristown LLC; Grand Prix Albany LLC; Grand Prix Addison (SS) LLC; Grand Prix Harrisburg LLC; and Grand Prix Ontario LLC.

MATERIAL TERMS OF THE POSTPETITION FINANCING the entry of an order of dismissal or conversion of the Chapter 11 Cases with respect to the Borrowers; the acceleration of the obligations under any other debtor-in-possession financing of the debtors; or

the extinguishment or cancellation of all Obligations, unless otherwise agreed to by Lender or its Affiliates. (Lehman ALI Credit Agreement at p. 18) Purpose and Limitations Fed. R. Bankr. P. 4001(c)(1)(B), 40012(a)(9) DIP Facility: Proceeds of the DIP Facility shall be used solely for (a) payment of the financing fees owed to the DIP Lenders, (b) to fund post-petition PIP Work, and (c) to fund certain fire safety improvements to hotel properties. (Lehman ALI DIP Order at pp. 10-11; Lehman ALI Credit Agreement at p. 23)

Non-Default Interest Rate: Interest Rates Fed. R. Bankr. P. 4001(c)(1)(B) Monthly interest payments accruing at a per annum floating rate equal to the sum of 30-day LIBOR (subject to a floor of 2.0%) plus 5.00%. Default Interest Rate 3% per annum in excess of the Non-Default rate. (Lehman ALI Credit Agreement at pp. 2, 5) DIP Commitments: $17,498,095.52 DIP Facility. (Lehman ALI DIP Order at p. 10; Lehman ALI Credit Agreement at p. 12)

DIP Commitments Local Bankruptcy Rule 4001-2(a)(1); Fed. R. Bankr. P. 4001(c)(1)(B) Funding Conditions Local Bankruptcy Rule 4001-2(a)(2); Local Bankruptcy Rule 4001-2(h); Fed. R. Bankr. P. 4001(c)(1)(B)

Conditions Precedent to Funding: Delivery of (i) the PIP Budget, (ii) a thirteen (13)-week cash flow projection, (iii) certain other information required by the cash collateral order, and (iv) updated title searches, lien searches, and updated environmental reports; Entry of an order approving the DIP Facility, and providing, in part, for superpriority administrative claims and first-priority, senior secured and priming liens and the perfection thereof by the DIP Lenders as contemplated herein. The order shall not be subject to appeal; Payment of all fees and expenses; No material adverse change; and

The satisfaction of certain other customary closing conditions. (Lehman ALI Credit Agreement at pp. 20-22) Fees and Expenses Local Bankruptcy Rule 4001-2(a)(3); Fed. R. Bankr. P. 4001(c)(1)(B) Closing Fees, Commitment Fees, and Other Fees and Expenses: A Closing Fee equal to 0.5% of the DIP Facility payable on the Closing Date. A Commitment Fee equal to 1.0% of the DIP Facility payable on the Closing Date.

Payment of certain other fees and expenses of the lenders. (Lehman ALI DIP Order at pp. 12-13; Lehman ALI Credit Agreement at pp. 2021) DIP Liens: The liens under the DIP Facility shall be first priority, senior secured and priming

Liens and Priorities Local Bankruptcy Rule

MATERIAL TERMS OF THE POSTPETITION FINANCING 4001-2(a)(4); Fed. R. Bankr. P. 4001(c)(1)(B) liens on and security interests in (i) all of the Borrowers real property and the proceeds thereof that secure the prepetition obligations, (ii) the Controlled Disbursement Account, and (iii) all Chapter 5 causes of action that relate to the hotel properties owned by the Borrowers. (Lehman ALI DIP Order at pp. 3-4; Lehman ALI Credit Agreement at p. 23) Affirmative and Negative Covenants: Covenants Local Bankruptcy Rule 4001-2(a)(8); Fed. R. Bankr. P. 4001(c)(1)(B) Delivery to the DIP Agent of financial information required to be delivered under the cash collateral order; Restrictions on non-ordinary course asset sales; Delivery of certain required financial information; Compliance with the PIP Budget and the Cycle Renovations Budget; Performance and completion by the Borrowers of the PIP Work and the Cycle Renovations in accordance with the PIP Budget, the Cycle Renovations Budget, and the Marriott Adequate Assurance Agreement; No affirmative action to modify or terminate a franchise agreement or enter into a new franchise agreement upon any hotel that constitutes collateral for the DIP Facility; No modification or entry into a new PIP with respect to any hotel that constitutes collateral for the DIP Facility; No modification, termination, or replacement of the Marriott Adequate Assurance Agreement; and

Certain other customary affirmative and negative covenants. (Lehman ALI Credit Agreement at pp. 50-69) Events of Default Local Bankruptcy Rule 4001-2(a)(10); Fed. R. Bankr. P. 4001(c)(1)(B) Events of Default: Dismissal of the Chapter 11 Cases or conversion into a Chapter 7 Case; Filing or support of a proposed plan of reorganization by any Borrower or any affiliate of the Borrowers that does not provide for the payment in full and in cash of such Borrowers obligations (or other amounts in the Lehman ALI DIP Lenders discretion) outstanding under the DIP Facility on the effective date of such plan of reorganization; Entry of a final order confirming a plan of reorganization that does not require, as of the effective date of the plan repayment in full in cash of the DIP Facility (or other amounts in the Lehman ALI DIP Lenders discretion), unless otherwise consented to by the Controlling DIP Lenders; Appointment of a trustee under section 1104 of the Bankruptcy Code; The appointment of an examiner with enlarged powers (powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) under section 1106(b) of the Bankruptcy Code; Termination by a franchisor of a franchise agreement upon any hotel owned by any Borrower constituting collateral; One or more franchisors taking steps to terminate a franchise upon hotels owned by any of the Borrowers constituting collateral; Variance in the PIP Budget, subject to certain exceptions; Variance in the Cycle Renovations Budget; Any default under other debtor-in-possession financing of the Borrowers;

MATERIAL TERMS OF THE POSTPETITION FINANCING Sale of any hotel constituting collateral for the DIP Facility; The entry of an order by the Bankruptcy Court granting relief from the automatic stay permitting foreclosure of any assets of any Borrower constituting collateral in excess of $1,000,000 in the aggregate; and

Certain other customary events of default. (Lehman ALI Credit Agreement at pp. 80-86) Automatic Stay & Remedies Local Bankruptcy Rule 4001-2(a)(10); Fed. R. Bankr. P. 4001(c)(1)(B) Repayment Local Bankruptcy Rule 4001-2(a)(13) Remedies: The DIP Lenders shall have customary remedies following an Event of Default, including the right to realize on all collateral securing the DIP Facility (including the right to complete the PIP work and the Cycle Renovations). (Lehman ALI DIP Order at pp. 15-16; Lehman ALI Credit Agreement at pp. 8687) Mandatory Prepayments: Mandatory prepayments of the DIP Facility as a result of the receipt of insurance and condemnation proceeds. (Lehman ALI Credit Agreement at p. 31) The Borrowers shall be jointly and severally liable for the obligations under the DIP Facility. Lehman ALI Credit Agreement at p. 1)

Joint Liability Local Bankruptcy Rule 4001-2(a)(14); Local Bankruptcy Rule 4001-2(e) Waivers and Consents Fed. R. Bankr. P. 4001(c)(1)(B)(v); Fed. R. Bankr. P. 4001(c)(1)(B)(vii-x)

Non-Bankruptcy Law: All liens authorized and granted pursuant to the DIP Facility shall be deemed effective and perfected as of the Petition Date, and no further notice or act will be required to effect such perfection. (Lehman ALI Credit Agreement at p. 23) Miscellaneous: Release and Waiver by any Borrower of any claims against the DIP Lender under the DIP Facility under section 510 of the Bankruptcy Code. Waiver by any Borrower of any rights to assert claims arising under applicable law against the DIP Lender (or related to the DIP Facility).

The DIP Lender shall at all times act pursuant to the DIP Loan Agreement. (Lehman ALI Credit Agreement at pp. 94, 101-102) Right to Credit Bid: Upon entry of an order approving the DIP Facility, the DIP Lender shall have the right to credit-bid the amount of claims of the DIP Facility during a sale of all or substantially all of the Debtors' assets constituting collateral. (Lehman ALI DIP Order at p. 16; Lehman ALI Credit Agreement at p. 88) Indemnification: The Borrowers shall indemnify the DIP Lender pursuant to customary indemnification provisions. (Lehman ALI Credit Agreement at pp. 97-99)

Basis for Relief 3. To the extent applicable, the basis for relief included in the Lehman ALI DIP

Motion is incorporated herein by reference. Notice 4. The Debtors have provided notice of this Supplement to the Lehman ALI DIP

Motion to: (a) the Office of the United States Trustee; (b) proposed counsel to the official committee of unsecured creditors; (c) counsel to each of the Fixed Rate Lender, Floating Rate Lenders, the Anaheim Lenders, the Capmark Lenders, and the Merrill Lenders, and, as applicable, each of the lenders Representatives; (d) known secured lenders with a potential, expected interest in the Floating Rate Collateral (as defined in the Lehman ALI DIP Order); (e) applicable taxing authorities (including the Internal Revenue Service); (f) the Securities and Exchange Commission; (g) the franchise owners that are party to franchise agreements with Debtor entities; (h) the Office of the Attorney General in all of the states in which the Debtors operate; and (i) those parties who have formally filed a request for notice in the Chapter 11 Cases pursuant to Bankruptcy Rule 2002.

WHEREFORE, for the reasons set forth in the Lehman ALI DIP Motion and as supplemented by this Supplement to the Lehman ALI DIP Motion, the Debtors respectfully request entry of the Lehman ALI DIP Order and granting such other related relief as is appropriate under the circumstances. New York, New York Dated: August 13, 2010 /s/ Paul M. Basta James H.M. Sprayregen, P.C. Paul M. Basta Jennifer L. Marines KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. (admitted pro hac vice) Marc J. Carmel (admitted pro hac vice) KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

EXHIBIT A Proposed Lehman ALI DIP Order

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

FINAL ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 361, 362, 363, 364 AND 507 (I) AUTHORIZING FLOATING RATE DEBTORS TO OBTAIN POSTPETITION FINANCING AND (II) GRANTING LIENS AND SUPER-PRIORITY CLAIMS This matter is before the court on the motion (the Motion), dated July 19, 2010, filed by the debtors and debtors in possession (collectively, the Debtors) in the above-captioned Chapter 11 cases (the Cases) pursuant to sections 105, 361, 362, 363, 364(c)(1), 364(c)(2),

The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtors federal tax identification number, are: GP AC Sublessee LLC (5992); Grand Prix Addison (RI) LLC (3740); Grand Prix Addison (SS) LLC (3656); Grand Prix Albany LLC (3654); Grand Prix Altamonte LLC (3653); Grand Prix Anaheim Orange Lessee LLC (5925); Grand Prix Arlington LLC (3651); Grand Prix Atlanta (Peachtree Corners) LLC (3650); Grand Prix Atlanta LLC (3649); Grand Prix Atlantic City LLC (3648); Grand Prix Bellevue LLC (3645); Grand Prix Belmont LLC (3643); Grand Prix Binghamton LLC (3642); Grand Prix Bothell LLC (3641); Grand Prix Bulfinch LLC (3639); Grand Prix Campbell / San Jose LLC (3638); Grand Prix Cherry Hill LLC (3634); Grand Prix Chicago LLC (3633); Grand Prix Columbia LLC (3631); Grand Prix Denver LLC (3630); Grand Prix East Lansing LLC (3741); Grand Prix El Segundo LLC (3707); Grand Prix Englewood / Denver South LLC (3701); Grand Prix Fixed Lessee LLC (9979); Grand Prix Floating Lessee LLC (4290); Grand Prix Fremont LLC (3703); Grand Prix Ft. Lauderdale LLC (3705); Grand Prix Ft. Wayne LLC (3704); Grand Prix Gaithersburg LLC (3709); Grand Prix General Lessee LLC (9182); Grand Prix Germantown LLC (3711); Grand Prix Grand Rapids LLC (3713); Grand Prix Harrisburg LLC (3716); Grand Prix Holdings LLC (9317); Grand Prix Horsham LLC (3728); Grand Prix IHM, Inc. (7254); Grand Prix Indianapolis LLC (3719); Grand Prix Islandia LLC (3720); Grand Prix Las Colinas LLC (3722); Grand Prix Lexington LLC (3725); Grand Prix Livonia LLC (3730); Grand Prix Lombard LLC (3696); Grand Prix Louisville (RI) LLC (3700); Grand Prix Lynnwood LLC (3702); Grand Prix Mezz Borrower Fixed, LLC (0252); Grand Prix Mezz Borrower Floating, LLC (5924); Grand Prix Mezz Borrower Floating 2, LLC (9972); Grand Prix Mezz Borrower Term LLC (4285); Grand Prix Montvale LLC (3706); Grand Prix Morristown LLC (3738); Grand Prix Mountain View LLC (3737); Grand Prix Mt. Laurel LLC (3735); Grand Prix Naples LLC (3734); Grand Prix Ontario Lessee LLC (9976); Grand Prix Ontario LLC (3733); Grand Prix Portland LLC (3732); Grand Prix Richmond (Northwest) LLC (3731); Grand Prix Richmond LLC (3729); Grand Prix RIGG Lessee LLC (4960); Grand Prix RIMV Lessee LLC (4287); Grand Prix Rockville LLC (2496); Grand Prix Saddle River LLC (3726); Grand Prix San Jose LLC (3724); Grand Prix San Mateo LLC (3723); Grand Prix Schaumburg LLC (3721); Grand Prix Shelton LLC (3718); Grand Prix Sili I LLC (3714); Grand Prix Sili II LLC (3712); Grand Prix Term Lessee LLC (9180); Grand Prix Troy (Central) LLC (9061); Grand Prix Troy (SE) LLC (9062); Grand Prix Tukwila LLC (9063); Grand Prix West Palm Beach LLC (9065); Grand Prix Westchester LLC (3694); Grand Prix Willow Grove LLC (3697); Grand Prix Windsor LLC (3698); Grand Prix Woburn LLC (3699); Innkeepers Financial Corporation (0715); Innkeepers USA Limited Partnership (3956); Innkeepers USA Trust (3554); KPA HI Ontario LLC (6939); KPA HS Anaheim, LLC (0302); KPA Leaseco Holding Inc. (2887); KPA Leaseco, Inc. (7426); KPA RIGG, LLC (6706); KPA RIMV, LLC (6804); KPA San Antonio, LLC (1251); KPA Tysons Corner RI, LLC (1327); KPA Washington DC, LLC (1164); KPA/GP Ft. Walton LLC (3743); KPA/GP Louisville (HI) LLC (3744); KPA/GP Valencia LLC (9816). The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

15739140.13

364(c)(3), 364(d), and 507 of Title 11 of the United States Code, 11 U.S.C. 101 et seq. (as amended, the Bankruptcy Code), Rules 2002, 4001, and 9014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 4001-2 of the Local Rules of the United States Bankruptcy Court for the Southern District of New York (the Local Rules), requesting entry of this final order (this Final Order): (i) authorizing certain Debtors (the Floating Rate Debtors)2 to obtain secured postpetition financing on a superpriority basis (the Floating Rate DIP Facility) on the terms and subject to the conditions set forth in the Senior Secured Super Priority Debtor-in-Possession Loan Agreement (the Floating Rate DIP Agreement, a copy of which has been filed with the Court [Dkt. No. __]), by and between the Floating Rate Debtors, as borrowers, and Solar Finance Inc., as lender thereto (in such capacity, the Floating Rate DIP Lender) to (A) fund certain property improvement plan obligations of the Floating Rate Debtors under applicable hotel franchise agreements (the Floating Rate PIP Obligations) during the pendency of the Cases, (B) fund certain cycle renovation obligations of the Floating Rate Debtors (the Floating Rate Cycle Renovation Obligations) during the pendency of the Cases and (C) pay certain fees and expenses (including, without limitation, reasonable attorneys fees and expenses) owed to the Floating Rate DIP Lender under the Floating Rate DIP Agreement and the other Floating Rate DIP Documents (as each term is defined below);

The Floating Rate Debtors are (1) KPA/GP Valencia LLC, (2) Grand Prix West Palm Beach LLC, (3) KPA/GP Ft. Walton Beach LLC, (4) Grand Prix Ft. Wayne LLC, (5) Grand Prix Indianapolis LLC, (6) KPA/GP Louisville (HI) LLC, (7) Grand Prix Bulfinch LLC, (8) Grand Prix Woburn LLC, (9) Grand Prix Rockville LLC, (10) Grand Prix East Lansing LLC, (11) Grand Prix Grand Rapids LLC, (12) Grand Prix Troy (Central) LLC, (13) Grand Prix Troy (SE) LLC, (14) Grand Prix Atlantic City LLC, (15) Grand Prix Montvale LLC, (16) Grand Prix Morristown LLC, (17) Grand Prix Albany LLC, (18) Grand Prix Addison (SS) LLC, (19) Grand Prix Harrisburg LLC, (20) Grand Prix Ontario LLC.

(ii)

authorizing the Floating Rate Debtors to execute and enter into the Floating Rate DIP Agreement, together with any other documents, instruments or agreements related thereto or delivered or executed in connection therewith, collectively, the Floating Rate DIP Documents) and to perform such other and further acts as may be required or necessary in connection with the Floating Rate DIP Documents;

(iii)

requesting that all amounts owed by the Floating Rate Debtors to the Floating Rate DIP Lender under the Floating Rate DIP Facility, including all accrued interest, principal, fees, default interest, late charges, costs and expenses (the Floating Rate DIP Indebtedness), shall: a. constitute an allowed super-priority administrative expense claim in the Floating Rate Debtors Cases (the Floating Rate DIP Superpriority Claim) having priority over any and all administrative expenses, including, without limitation, the kind specified in sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 726, 1113, and 1114 of the Bankruptcy Code, whether or not such expenses or claims may become secured by a judgment lien or other consensual or non-consensual lien, levy, or attachment, which Floating Rate DIP Superpriority Claim shall be payable from and have recourse to all prepetition and postpetition property of the Floating Rate Debtors as provided for herein; and b. be secured by a valid, binding, continuing, enforceable, fully perfected and unavoidable first priority senior priming security interest in, and liens upon (collectively, the Floating Rate DIP Liens): (i) all tangible and intangible assets (including, without limitation, accounts receivable,

inventory, equipment, general intangibles, intercompany notes, investment property, intellectual property, real property (including the improvements thereon and all furniture, fixtures and equipment used in connection therewith), leases, lease guarantees, rents, condemnation awards, cash and proceeds of the foregoing) of the Floating Rate Debtors, wherever located, now or hereafter owned, and to the extent not otherwise included, all proceeds, tort claims, insurance claims and other rights to payments not otherwise included in the foregoing and products of the foregoing and all accessions to, substitutions and replacements for, and rents and profits of, each of the foregoing, whether in existence on the Petition Date (as defined below) or thereafter created, acquired, or arising and wherever located, (ii) the Controlled Disbursement Account (as defined below), and (iii) any avoidance actions under Chapter 5 of the Bankruptcy Code (the Avoidance Actions) that relate to the Floating Rate Debtors (subparagraphs (i), (ii), and (iii), collectively, the Floating Rate Collateral); (iv) authorizing and directing the Floating Rate Debtors to pay the Floating Rate DIP Indebtedness as it becomes due, all to the extent provided by and in accordance with the Floating Rate DIP Documents; and (v) vacating and modifying the automatic stay imposed by section 362 of the Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of the Floating Rate DIP Documents and this Final Order. The Bankruptcy Court presiding over the Cases (the Court), having considered the Motion, the Floating Rate DIP Agreement, and this Final Order and, in accordance with

Bankruptcy Rules 2002, 4001(c) and (d), and 9014, requisite notice of the Motion having been provided by the Debtors as set forth in paragraph C below; and the Final Hearing having been held on September 1, 2010, and upon consideration of all pleadings filed with the Court; and all objections, if any, to the relief requested in the Motion having been withdrawn, resolved or overruled by the Court; and upon the record made by the Debtors at the Final Hearing and the Declaration of Dennis Craven, Chief Financial Officer of Innkeepers USA Trust, in Support of First Day Motions and Applications; and after due deliberation and consideration and good and sufficient cause appearing therefor; THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW: A. On July 19, 2010 (the Petition Date), the Debtors each filed voluntary petitions

under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have continued in the management and operation of their business and property as debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Cases. A statutory

committee of unsecured creditors was appointed in the Cases (the Committee) on July 28, 2010. The Cases are being jointly administered by this Court. B. This Court has jurisdiction over these proceedings, and over the property affected

hereby, pursuant to 28 U.S.C. 157(b) and 1334. This is a core proceeding as defined in and pursuant to 28 U.S.C. 157(b)(2). Venue for the Cases and for proceedings on the Motion is proper in this district pursuant to 28 U.S.C. 1408 and 1409. C. Notice of the Final Hearing and the relief requested in the Motion has been given

to (each of the following, a Notice Party, and collectively, the Notice Parties): (i) the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee); (ii) counsel to the Committee; (iii) counsel to each of the Fixed Rate Lender, Floating Rate Lender, 5

Anaheim Lenders, Capmark Lenders and Merrill Lenders, to the extent known, and, as applicable, each of the lenders Representatives; (iv) the Internal Revenue Service; (v) the Securities and Exchange Commission; (vi) the Debtors Franchisors; (vii) the Office of the Attorney General in all of the states in which the Debtors operate; (viii) any applicable state public utilities commissions required to receive notice under the Bankruptcy Rules or Local Rules; and (viii) each of the Debtors credit card processing companies. Notice of the Final Hearing and the relief requested in the Motion complies with sections 102(1) and 363 of the Bankruptcy Code, Bankruptcy Rules 2002 and 4001(b), and Local Bankruptcy Rule 4001-2, and no other notice need be provided for entry of this Final Order. D. Entry of this Final Order is necessary to prevent substantial harm to the Floating

Rate Debtors estates that would otherwise result if the Floating Rate Debtors fail to obtain the financing contemplated herein to preserve the Floating Rate Debtors assets and continue their operations, and, by the power vested in the Court pursuant to sections 105(a) and 364(c) and (d) of the Bankruptcy Code, is hereby approved. The Floating Rate Debtors will suffer substantial harm unless this Court authorizes the Floating Rate Debtors to obtain loans and other financial accommodations from the Floating Rate DIP Lender in accordance with the terms of this Final Order and the Floating Rate DIP Documents. The access of the Floating Rate Debtors to sufficient liquidity through the incurrence of new indebtedness for borrowed money and other financial accommodations to perform the Floating Rate PIP Obligations and Floating Rate Cycle Obligations is vital to the preservation and maintenance of the going concern values of the Floating Rate Debtors and to the success of their Cases. Without such credit, the Floating Rate Debtors would not be able to continue operation of their businesses under the applicable franchise agreements and the Floating Rate Debtors estates would be irreparably harmed.

E.

The Floating Rate Debtors have made reasonable efforts, under the circumstances,

to locate financing of the type contemplated by this Final Order, and the Court expressly finds that the Floating Rate Debtors are unable to obtain, in the ordinary course of business or otherwise, financing of the type contemplated herein on an unsecured basis. Specifically, the Floating Rate Debtors have been unable to obtain unsecured credit allowable under sections 364(a), 364(b), 364(c)(1), (2) and (3), and 503(b)(1) of the Bankruptcy Code as an administrative expense or secured by junior liens. The Floating Rate Debtors are also unable to obtain senior secured super-priority credit, allowable only under Bankruptcy Code sections 364(c)(1) and (d)(1), on more favorable terms and conditions than those provided in the Floating Rate DIP Documents and this Final Order. F. New credit on a postpetition basis is unavailable to the Floating Rate Debtors

without providing the Floating Rate DIP Superpriority Claim and the Floating Rate DIP Liens to the Floating Rate DIP Lender as provided herein and in the Floating Rate DIP Documents. The Floating Rate DIP Lender is willing to lend money and provide other financial accommodations to the Floating Rate Debtors only on the terms and conditions and with the protections provided herein and in the Floating Rate DIP Documents and is relying on such terms, conditions, and protections in agreeing to lend money and provide financial accommodations to the Floating Rate Debtors hereunder and thereunder. G. The terms and conditions of the Floating Rate DIP Documents have been

negotiated in good faith and at arms length by all parties involved, reflect the Floating Rate Debtors exercise of prudent business judgment, and the Floating Rate Debtors have offered sufficient proof thereof. Accordingly, the Court expressly finds that the terms of the Floating Rate DIP Documents have been extended in good faith and that any credit extended, loans to be made, or other financial accommodations granted to the Floating Rate Debtors pursuant to the

Floating Rate DIP Documents shall, in each case, be deemed to be extended in good faith, as that term is used in section 364(e) of the Bankruptcy Code and will not be affected by the subsequent reversal, modification, vacatur, amendment, reargument, or reconsideration of, or by the filing or pendency of any motion or appeal seeking to reverse, modify, vacate, amend, reargue, or reconsider, this Final Order or any other order. H. The Floating Rate DIP Lender is entitled to a waiver of (i) the provisions of

section 506(c) of the Bankruptcy Code and (ii) any equities of the case claims under section 552(b) of the Bankruptcy Code, in each case, in respect of the Floating Rate DIP Facility, and should not be subject to the equitable doctrine of marshaling nor any other similar doctrine with respect to any of the Floating Rate Collateral. I. The Floating Rate Debtors have requested that this Final Order become

immediately effective and enforceable upon entry, notwithstanding any provisions that may apply in Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014 or any other Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure. The Floating Rate Debtors have

demonstrated good cause for the entry of this Final Order and for this Final Order to become immediately effective and enforceable upon entry. Among other things, entry of this Final Order and the immediate effectiveness and enforceability of this Final Order upon entry will minimize the disruption of the Floating Rate Debtors business operations, will permit the Floating Rate Debtors to satisfy their Floating Rate PIP Obligations and the Floating Rate Cycle Obligations, will increase the possibilities for confirmation of a successful Chapter 11 plan for the Floating Rate Debtors, and is in the best interests of the Floating Rate Debtors, their creditors, and the Floating Rate Debtors bankruptcy estates. The terms of the borrowings and other financial accommodations authorized hereby are fair and reasonable under the circumstances and reflect

the Floating Rate Debtors exercise of prudent business judgment consistent with their fiduciary duties. J. The ability of the Floating Rate Debtors to finance their respective Floating Rate

PIP Obligations and Floating Rate Cycle Obligations through the incurrence of new indebtedness for borrowed money and other financial accommodations is in the best interests of the Floating Rate Debtors, and their respective creditors and estates. The financing authorized hereunder is vital to avoid immediate and irreparable harm to the Floating Rate Debtors businesses, properties and estates and to allow the orderly continuation of the Floating Rate Debtors businesses. K. Based upon the record presented by the Floating Rate Debtors to the Court: (i) the

terms of the Floating Rate DIP Facility are the best available under the circumstances, reflect the Floating Rate Debtors exercise of prudent business judgment consistent with their fiduciary duty, and are supported by reasonably equivalent value and fair consideration; (ii) the Floating Rate DIP Facility has been negotiated in good faith and at arms length among the Floating Rate Debtors and the Floating Rate DIP Lender, and any credit extended, loans made, and other financial accommodations extended to the Floating Rate Debtors by the Floating Rate DIP Lender shall be deemed to have been extended, issued, or made, as the case may be, in good faith within the meaning of section 364(e) of the Bankruptcy Code. UPON THE FOREGOING FINDINGS AND CONCLUSIONS, IT IS HEREBY ORDERED THAT: 1. Disposition. The Motion is granted as set forth in this Final Order. Any

objections and reservations of rights included therein, to the extent not withdrawn with prejudice, settled, or resolved are hereby overruled on the merits. This Final Order shall become effective immediately upon its entry.

2.

Approval of Entry into Floating Rate DIP Documents. The Floating Rate Debtors

shall be and hereby are authorized to borrow money and seek other financial accommodations from the Floating Rate DIP Lender on the terms and conditions contained in this Final Order and the Floating Rate DIP Documents, and the Floating Rate DIP Documents, including, without limitation, the Floating Rate DIP Agreement, are expressly approved by this Court. To

effectuate and evidence the terms and conditions of the borrowings and extensions of credit and other financial accommodations to be made to the Floating Rate Debtors by the Floating Rate DIP Lender pursuant to the terms of this Final Order, the Debtors are hereby authorized to enter into the Floating Rate DIP Agreement, substantially in the form filed with the Court (as may be amended, supplemented or modified from time to time) and any other Floating Rate DIP Documents that may be entered into in connection with the Floating Rate DIP Agreement. 3. Enforceable Obligations. Upon execution and delivery of the Floating Rate DIP

Agreement and the other Floating Rate DIP Documents, such agreements and documents shall constitute and evidence the validity and binding effect of the Floating Rate Debtors obligations, which shall be enforceable against the Floating Rate Debtors, their estates, and any successors thereto, including without limitation any trustee or other estate representative in the Cases or any case under Chapter 7 of the Bankruptcy Code upon the conversion of any of the Cases or any cases or other proceedings superseding or related to any of the foregoing (collectively, the Successor Cases), and their creditors in accordance with their terms. 4. Authorization to Borrow. Upon execution of the Floating Rate DIP Agreement,

and provided that the Floating Rate Debtors are not in default under the terms of this Final Order, the Floating Rate Debtors are immediately authorized to borrow under the Floating Rate DIP Facility from the Floating Rate DIP Lender up to $17,498,095.52 pursuant to the terms and conditions of the Floating Rate DIP Agreement and use such amounts and proceeds in

10

accordance with (i) the terms of the Floating Rate DIP Agreement, including section 7.4; (ii) the property improvement plan budget prepared and delivered to the Floating Rate DIP Lender by the Debtors that shall reflect projected Floating Rate PIP Obligations in accordance with section 2.1.1(b) of the Floating Rate DIP Agreement, which shall be in form and substance acceptable to the Floating Rate DIP Lender and may be updated from time to time pursuant to amendments thereto as permitted under the Floating Rate DIP Agreement (such budget, as amended, the Approved PIP Budget); and (iii) the cycle renovations budget to be prepared and delivered to the Floating Rate DIP Lender by the Debtors that shall reflect projected Floating Rate Cycle Renovations Obligations in accordance with section 2.1.6(c) of the Floating Rate DIP Agreement, which shall be in form and substance acceptable to the Floating Rate DIP Lender and may be updated from time to time pursuant to amendments thereto as permitted under the Floating Rate DIP Agreement (such budget, as amended, the Approved Cycle Renovations Budget and together with the Approved PIP Budget, the Approved Budget). 5. Floating Rate DIP Superpriority Claim. Upon entry of this Final Order, the

Floating Rate DIP Lender is hereby granted, pursuant to sections 364(c)(1) and 507(b) of the Bankruptcy Code, the Floating Rate DIP Superpriority Claim on account of all of the Floating Rate DIP Indebtedness, which claim shall be payable from and have recourse to, in addition to the Floating Rate Collateral, any unencumbered prepetition and postpetition property of the Floating Rate Debtors whether now existing or hereafter acquired. 6. Floating Rate DIP Liens. As security for the Floating Rate DIP Indebtedness,

effective immediately upon the execution of the Floating Rate DIP Documents and the entry of this Final Order, pursuant to sections 361, 362, 364(c)(2), (c)(3), and (d) of the Bankruptcy Code, the Floating Rate DIP Lender is hereby granted (without the necessity of the execution by the Floating Rate Debtors or the filing or recordation of mortgages, security agreements, lock

11

box agreements, financing statements or otherwise) the Floating Rate DIP Liens. The Floating Rate DIP Liens granted herein shall prime and be senior in all respects to (i) any prepetition liens on the assets securing the Floating Rate DIP Indebtedness of the Floating Rate Debtors, (ii) any postpetition liens granted by the Floating Rate Debtors as adequate protection for the use of such Floating Rate Debtors secured lenders cash collateral (the Replacement Liens) granted under paragraph 6(b) of the interim order authorizing the Debtors use of cash collateral (the Interim Cash Collateral Order) [Dkt. No. 54] or under any further interim or final cash collateral order (together with the Interim Cash Collateral Order, the Cash Collateral Orders), and (iii) any postpetition intercompany liens (the Intercompany Liens) granted under paragraph 6(f) of the Interim Cash Collateral Order or under other Cash Collateral Orders pursuant to section 364(d) of the Bankruptcy Code. The Floating Rate Collateral and the Floating Rate DIP Lenders claims shall be subject to a carve-out for Chapter 7 expenses, if any, not to exceed $75,000 (the Chapter 7 Expenses). 7. No Carve-Out/No Surcharge/No Marshaling/No Equities of the Case Claims. The

Floating Rate Collateral and the Floating Rate DIP Lender shall not be subject to any carve-out for professional fees and expenses or otherwise (except for the Chapter 7 Expenses), nor shall they be subject to surcharge, pursuant to sections 105 or 506(c) of the Bankruptcy Code or otherwise, by the Floating Rate Debtors or any other party in interest without the prior written consent of the Floating Rate DIP Lender and no such consent shall be implied from any other action, inaction, or acquiescence by Floating Rate DIP Lender in this proceeding, including but not limited to funding of the Floating Rate PIP Obligations and the Floating Rate Cycle Obligations by the Floating Rate DIP Lender. Neither the Floating Rate DIP Lender nor the Floating Rate Collateral shall be subject to the equitable doctrine of marshaling or any similar doctrine with respect to the Floating Rate Collateral. The Floating Rate DIP Lender shall not be

12

subject to any equities of the case claims under section 552(b) of the Bankruptcy Code with respect to the Floating Rate DIP Facility. 8. Fees and Expenses of the Floating Rate DIP Lender. The Floating Rate Debtors

shall, to the extent not duplicative of any obligations of the Debtors under any Cash Collateral Orders, promptly following receipt of a written summary invoice (with a copy delivered to the U.S. Trustee), reimburse the Floating Rate DIP Lender for its documented out-of-pocket costs, fees (including all attorneys fees and expenses), charges, and expenses incurred in connection with the Floating Rate DIP Facility, including but not limited to environmental and tax due diligence, duplication expenses, consultation, travel and attendance at court hearings, inspections of the Lehman Properties in connection with the disbursements from the Controlled Disbursement Account (as defined below), and review of the Cycle Renovations Budget, whether incurred prepetition or postpetition, and whether or not the DIP Facility is consummated (other than as a result of the Floating Rate DIP Lenders failure or refusal to consummate the Floating Rate DIP Facility on the terms set forth in the Floating Rate DIP Agreement). No such out-of-pocket costs, fees, charges, and expenses shall be subject to Court approval or be required to be maintained in accordance with the U.S. Trustee guidelines and no recipient of any such payment shall be required to file with respect thereto any interim or final fee application with the Court, provided that the Court shall have jurisdiction to determine any dispute concerning such invoices. 9. Restrictions on the Floating Rate Debtors. No claim having a priority superior or

pari passu with those granted by this Final Order to the Floating Rate DIP Lender shall be granted or permitted to exist by any Floating Rate Debtor while any portion of the Floating Rate DIP Facility or the commitment thereunder remains outstanding without the written consent of the Floating Rate DIP Lender. Except as expressly permitted by the Floating Rate DIP

13

Agreement and this Final Order, the Floating Rate Debtors will not, at any time during the Cases, grant mortgages, security interests, or liens in the Floating Rate Collateral of the Floating Rate Debtors or any portion thereof to any other parties pursuant to sections 364(c)(2), (3), or (d) of the Bankruptcy Code or otherwise. 10. Additional Perfection Measures. The Floating Rate DIP Lender shall not be

required to file financing statements, mortgages, deeds of trust, security deeds, notices of lien, or similar instruments in any jurisdiction or effect any other action to attach or perfect the security interests and liens granted under the Floating Rate DIP Documents and this Final Order (including, without limitation, the taking possession of any of the Floating Rate Collateral of the Floating Rate Debtors, the execution of any control, lock box, or deposit account, or the taking of any action to have security interests or liens noted on certificates of title or similar documents). Notwithstanding the foregoing, the Floating Rate DIP Lender may, in its sole discretion, file such financing statements, mortgages, deeds of trust, notices of lien, or similar instruments or otherwise confirm perfection of such liens, security interests, and mortgages without seeking modification of the automatic stay under section 362 of the Bankruptcy Code and all such documents shall be deemed to have been filed or recorded at the time of and on the Petition Date. Any entity holding property of the Floating Rate Debtors estates shall cooperate promptly with the Floating Rate DIP Lender in the execution of documents or other acts as the Floating Rate DIP Lender may request in its sole discretion to confirm perfection of the liens granted to the Floating Rate DIP Lender hereunder. 11. Cash Management. (i) All funds advanced under the Floating Rate DIP Facility

shall be held in a segregated disbursement account controlled by the Floating Rate DIP Lender (the Controlled Disbursement Account), (ii) Floating Rate DIP Lender is hereby granted a first priority security interest in the Controlled Disbursement Account and all deposits at any time

14

contained therein and the proceeds thereof, (iii) Floating Rate DIP Lender shall have the sole right to make withdrawals from the Controlled Disbursement Account, (iv) disbursements from such Controlled Disbursement Account shall be made in accordance with the Floating Rate DIP Agreement, and (v) all reasonable costs and expenses for establishing and maintaining the Controlled Disbursement Account shall be paid by the Floating Rate Debtors. 12. Termination Events Under Floating Rate DIP Agreement. Notwithstanding

anything to the contrary contained in the Floating Rate DIP Documents, the Floating Rate DIP Facility shall terminate automatically and shall automatically become due and payable upon the occurrence of any of the following (each, a Termination Event): i. the acceleration of the Floating Rate DIP Indebtedness by the Floating Rate DIP Lender in accordance with the terms of the Floating Rate DIP Agreement and the Floating Rate DIP Documents (to the extent applicable), following the occurrence and continuation of an Event of Default (as defined in section 8.1 of the Floating Rate DIP Agreement, which Events of Default (i) are herein incorporated by reference, (ii) shall have applicability herein only after giving effect to any cure period associated therewith, if any, as set forth in the Floating Rate DIP Loan Agreement or any other Floating Rate DIP Document as in effect at such time, and (iii) may be waived by Floating Rate DIP Lender in its sole and absolute discretion); the acceleration of the obligations under any other debtor-inpossession financing provided to the Debtors in connection with the Cases, due to the occurrence and continuation of an event of default under such other financing; the effective date of any plan of reorganization in the Cases that provides for payment in full in cash of all Floating Rate DIP Indebtedness then due and owing or such other treatment that is acceptable to the Floating Rate DIP Lender or its affiliates in their sole and absolute discretion; the sale of all or substantially all of the assets of any Floating Rate Debtor constituting Floating Rate Collateral pursuant to section 363 of the Bankruptcy Code or otherwise; the extinguishment or cancellation of all of the Floating Rate Debtors obligations to pay the Floating Rate DIP Indebtedness and perform their obligations under the Floating Rate DIP Documents unless

ii.

iii.

iv.

v.

15

otherwise agreed to by the Floating Rate DIP Lender or its affiliates in their sole and absolute discretion; or vi. 13. the entry of an order of dismissal or conversion of the Cases with respect to all of the Floating Rate Debtors.

Modification of Automatic Stay to Permit Exercise of Remedies Upon

Termination. The automatic stay provisions of section 362 of the Bankruptcy Code are hereby modified as necessary to effectuate all of the terms and provisions of this Final Order, including, without limitation, that the automatic stay shall be vacated and modified, and the Floating Rate Debtors shall be deemed to have consented to such vacatur and modification, upon the occurrence of a Termination Event or an Event of Default, to the extent necessary to permit the Floating Rate DIP Lender to take any or all of the following actions without further order of or application to the Court; provided, however, that the Floating Rate DIP Lender shall provide the Floating Rate Debtors with five (5) business days prior written notice, with a copy of such notice to counsel for the Committee and counsel to the Floating Rate Debtors, prior to exercising remedies (excluding acceleration of the Floating Rate DIP Indebtedness) under this Final Order or the Floating Rate DIP Loan Documents: (i) accelerate the Floating Rate DIP Indebtedness upon the occurance and during the continuation of an Event of Default and (ii) exercise rights and remedies as to all or such part of the Floating Rate Collateral that the Floating Rate DIP Lender shall elect in its sole and absolute discretion, including, without limitation: (a) the right to realize on all Floating Rate Collateral securing the Floating Rate DIP Facility; (b) the right to exercise any remedy available under the Floating Rate DIP Facility, the Floating Rate DIP Documents, including the Floating Rate DIP Agreement, and applicable law (including, without limitation, the right (but not the obligation) to complete the Marriott PIP Work, the Other Franchise PIP Work and the Cycle Renovations (as such terms are defined in the Floating Rate DIP Agreement) and to apply any of the proceeds of the DIP Facility on account thereof); and (c)

16

the right to foreclose upon and sell all or a portion of the Floating Rate Collateral. Notwithstanding the occurrence of a Termination Event, Event of Default, or termination of the commitments under the Floating Rate DIP Agreement or anything herein, all of the rights, remedies, benefits, and protections provided to the Floating Rate DIP Lender under the Floating Rate DIP Documents and this Final Order shall survive the occurrence of a Termination Event or an Event of Default. If the Debtors and/or the Committee request entry of an order to re-impose or continue the automatic stay following a Termination Event or an Event of Default (and it being a term of this Final Order that no other party shall have standing to do so), then the only issue the Floating Rate Debtors and/or the Committee shall be allowed to assert in support of such relief is whether such Termination Event or an Event of Default actually occurred or was properly cured under the Floating Rate DIP Documents. This Court shall retain exclusive jurisdiction to hear and resolve any disputes and enter any orders required by the provisions of this paragraph and relating to the application, re-imposition, or continuance of the automatic stay as provided hereunder. 14. Credit Bidding. The Floating Rate DIP Lender shall have the right to credit bid

its claims, in whole or in part, up to the total amount outstanding under the Floating Rate DIP Facility, to the fullest extent permitted by law, in connection with any sale or other disposition of assets in the Cases, including but not limited to in connection with any plan of reorganization or liquidation, pursuant to section 363(k) of the Bankruptcy Code and/or applicable law. 15. No Liability to Third Parties. The Floating Rate DIP Lender (i) shall not be

deemed to be in control of the operations of any Debtors or to be acting as a controlling person, responsible person, or owner or operator with respect to the operation or management of any Debtors (as such term, or any similar terms, are used in the Internal Revenue Code, the United States Comprehensive Environmental Response, Compensation and Liability

17

Act, as amended, or any similar Federal or state statute), and (ii) shall not owe any fiduciary duty to the Debtors, their creditors, or their estates. 16. Binding Effect. The provisions of this Final Order shall, immediately upon the

entry hereof, be binding upon and inure to the benefit of the Floating Rate DIP Lender, the Debtors, the Committee, and all other parties in interest and their respective successors and assigns. To the extent permitted by applicable law, this Final Order shall bind any trustee hereafter appointed for the estate of any of the Floating Rate Debtors, whether in these Cases or in any Successor Cases. Such binding effect is a benefit of the Floating Rate DIP Lenders bargain in connection with the Floating Rate DIP Facility and is an integral part of this Final Order. 17. Survival. The provisions of this Final Order and any actions taken pursuant

hereto shall survive the Termination Date and/or the entry of any order: (i) confirming any plan of reorganization in any of the Cases (and, to the extent not satisfied in full in cash (unless the Floating Rate DIP Lender or its affiliates otherwise agrees to accept different treatment for the Floating Rate DIP Indebtedness, in its sole and absolute discretion), shall not be discharged by the entry of any such order, or pursuant to section 1141(d)(4) of the Bankruptcy Code, each of the Floating Rate Debtors having hereby waived such discharge); (ii) converting any of the Cases to a Chapter 7 case; or (iii) dismissing any of the Cases or Successor Cases; and the terms and provisions of this Final Order as well as the Floating Rate DIP Superpriority Claim and the Floating Rate DIP Liens shall continue in full force and effect notwithstanding the entry of any such order, and such claims and liens shall maintain their priority as provided by this Final Order, the Floating Rate DIP Documents, and to the maximum extent permitted by law until all of the Floating Rate DIP Indebtedness is indefeasibly paid in full in cash and discharged, unless

18

the Floating Rate DIP Lender or its affiliates otherwise agrees to accept different treatment for the Floating Rate DIP Indebtedness, in its sole and absolute discretion. 18. After-Acquired Property. Except as otherwise provided in this Final Order,

pursuant to section 552(a) of the Bankruptcy Code, all property acquired by the Floating Rate Debtors after the Petition Date that is Floating Rate Collateral of the Floating Rate Debtors pledged or otherwise granted to the Floating Rate DIP Lender pursuant to the Floating Rate DIP Documents and this Final Order, is not and shall not be subject to any lien of any person or entity resulting from any security agreement entered into by the Debtors prior to the Petition Date, except to the extent that such property constitutes proceeds of property of the Floating Rate Debtors that is subject to a valid, enforceable, perfected, and unavoidable lien as of the Petition Date under section 552(b) of the Bankruptcy Code, which is not subject to subordination under section 510 of the Bankruptcy Code or other provision or principles of applicable law. 19. Access to the Floating Rate Debtors. The Floating Rate Debtors (i) shall allow

the Floating Rate DIP Lender (through its officers, senior employees, agents, and advisors, including but not limited to professionals retained in connection with these cases) to have reasonable access to their premises and records during normal business hours (without unreasonable interference with the proper operation of the Floating Rate Debtors businesses); (ii) shall cooperate, consult with, and provide to such representatives, agents, and/or employees all such non-privileged information as they may reasonably request, and (iii) shall allow from time to time, at the Floating Rate Debtors expense, such representatives, agents, and/or employees to periodically inspect and audit the books, records, and account statements of the Floating Rate Debtors in order to confirm the Floating Rate Debtors compliance with the terms and provisions of this Final Order and the Floating Rate DIP Documents (including, without limitation, in order to verify that funds are being used in accordance with the Agreed Budget and

19

the terms of the Floating Rate DIP Agreement); provided, however, that where the Floating Rate Debtors or the other Debtors lack actual authority to compel the cooperation of third parties with regard to any of the foregoing, the Floating Rate Debtors and the other Debtors shall use commercially reasonable efforts to compel such third parties cooperation. For the avoidance of doubt, nothing in this Final Order shall alter, amend, or negate the Floating Rate Debtors reporting obligations under the Floating Rate DIP Documents, including the Floating Rate DIP Agreement. 20. Authorization to Act. Each of the Floating Rate Debtors is authorized and

directed to do and perform all acts, to make, execute, and deliver all instruments and documents (including, without limitation, the execution of security agreements, mortgages, and financing statements), and to pay fees as provided under this Final Order, which may be reasonably required or necessary for the Floating Rate Debtors performance under the Floating Rate DIP Facility and this Final Order, including, without limitation: (a) (b) the execution of the Floating Rate DIP Documents; the modification or amendment of the Floating Rate DIP Agreement or

any other Floating Rate DIP Documents without further order of this Court, in each case, in such form as the Floating Rate Debtors and the Floating Rate DIP Lender may agree; provided, however, that notice of any material modification or amendment that results in any provision of the Floating Rate DIP Agreement becoming more onerous or restrictive on the Floating Rate Debtors shall be provided to the Committee and the U.S. Trustee, each of which will have three (3) days from the date of such notice within which to object in writing; provided further, however, that if such objection is timely provided, then such modification or amendment shall be permitted only pursuant to an order of the Court; and

20

(c)

the non-refundable payments to the Floating Rate DIP Lender of any fees

referred to in the Floating Rate DIP Agreement and reasonable costs and expenses as may be due from time to time, including, without limitation, reasonable attorneys and other professional fees and disbursements and as provided in the Floating Rate DIP Documents. 21. Insurance Policies. Upon entry of this Final Order, the Floating Rate DIP

Lender shall be, and shall be deemed to be, without any further action or notice, named as additional insured and loss payee on each insurance policy maintained by the Floating Rate Debtors that in any way relates to the Floating Rate Collateral of the Floating Rate Debtors. Any insurance proceeds or other receipts from any source (excluding other authorized payments provided for herein) paid to any prepetition secured lender with liens on the Floating Rate Collateral after the date hereof shall be immediately delivered to the Floating Rate Debtors and subject to the Floating Rate DIP Liens and the provisions of the Floating Rate DIP Documents. 22. Subsequent Reversal. If any or all of the provisions of this Final Order or the

Floating Rate DIP Documents are hereafter modified, vacated, amended, or stayed by subsequent order of this Court or any other court without the consent of the Floating Rate DIP Lender: (i) such modification, vacatur, amendment, or stay shall not affect the validity of any obligation of any of the Floating Rate Debtors to the Floating Rate DIP Lender that is or was incurred prior to the effective date of such modification, vacatur, amendment, or stay (the Effective Date), or the validity, enforceability, or priority of the Floating Rate DIP Superpriority Claim, Floating Rate DIP Liens, or other grant authorized or created by this Final Order and the Floating Rate DIP Documents; (ii) the Floating Rate DIP Indebtedness incurred prior to the Effective Date pursuant to this Final Order and the Floating Rate DIP Documents shall be governed in all respects by the original provisions of this Final Order and the Floating Rate DIP Documents; and (iii) the validity of any such credit extended or security interest granted pursuant to this Final

21

Order and the Floating Rate DIP Documents is and shall be protected by section 364(e) of the Bankruptcy Code. 23. Effect of Dismissal of Cases. If the Cases are dismissed, converted or

substantively consolidated, then neither the entry of this Final Order nor the dismissal, conversion, or substantive consolidation of these Cases shall affect the rights of the Floating Rate DIP Lender under the Floating Rate DIP Documents or this Final Order, and all of the rights and remedies thereunder of the Floating Rate DIP Lender shall remain in full force and effect as if the Cases had not been dismissed, converted, or substantively consolidated. If an order

dismissing any of the Cases is at any time entered, such order shall provide (in accordance with sections 105 and 349 of the Bankruptcy Code) that (i) the Floating Rate DIP Liens and Floating Rate DIP Superpriority Claim granted to and conferred upon the Floating Rate DIP Lender and the protections afforded to the Floating Rate DIP Lender pursuant to this Final Order and the Floating Rate DIP Documents shall continue in full force and effect and shall maintain their priorities as provided in this Final Order and the Floating Rate DIP Documents until all Floating Rate DIP Indebtedness shall have been paid and satisfied in full in cash (and that such Floating Rate DIP Liens, Floating Rate DIP Superpriority Claim, and other protections shall, notwithstanding such dismissal, remain binding on all interested parties); (ii) this Court shall retain jurisdiction, notwithstanding such dismissal, for the purpose of enforcing the Floating Rate DIP Liens and Floating Rate DIP Superpriority Claim referred to herein; and (iii) any hearing on a motion to dismiss any of the Cases shall require at least twenty days prior notice to allow the Floating Rate DIP Lender to perfect its security interest and liens in the Floating Rate Collateral of the Floating Rate Debtors under non-bankruptcy law. The provisions of this Final Order, and any actions taken pursuant hereto, shall survive the entry of and shall govern with respect to any conflict with any order that may be entered confirming any plan of reorganization or converting

22

any of the Cases from Chapter 11 to Chapter 7. In no event shall any plan of reorganization be allowed to alter the terms of repayment of any of the Floating Rate DIP Indebtedness from those set forth in the Floating Rate DIP Documents. The Floating Rate DIP Indebtedness shall not be extinguished or released by the entry of any order confirming a plan of reorganization in any of the Cases unless the Floating Rate DIP Indebtedness is paid in full in cash upon the effective date of any such plan or the Floating Rate DIP Lender or its affiliates agrees to other treatment thereof, in its sole and absolute discretion. Pursuant to section 1141(d)(4) of the Bankruptcy Code, the Floating Rate Debtors have waived discharge of the Floating Rate DIP Indebtedness for the benefit of the Floating Rate DIP Lender. 24. Proofs of Claim. The Floating Rate DIP Lender may, but will not be required to,

file proofs of claim in any of the Cases or in any Successor Cases, for the claims relating to the Floating Rate DIP Facility, and any order entered by the Bankruptcy Court in relation to the establishment of a bar date for any claim (including, without limitation, administrative claims) in any of the Cases or Successor Cases shall not apply to the Floating Rate DIP Lender and shall so provide. 25. Findings of Fact and Conclusions of Law/Immediate Effect. This Final Order

constitutes findings of fact and conclusions of law and shall take effect and be fully enforceable immediately upon the entry hereof. The fourteen (14) day stay provisions of Bankruptcy Rule 6004(h) are waived and shall not apply to this Final Order. 26. Controlling Effect of Final Order. To the extent any provision of this Final Order

conflicts or is consistent with any provision of the Motion, any prepetition agreement, the Floating Rate DIP Documents, or any other document executed in connection with the Floating Rate DIP Facility, the provisions of this Final Order shall control.

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27.

Binding Effect. The provisions of this Final Order shall be binding upon and

inure to the benefit of the Floating Rate DIP Lender, the Floating Rate Debtors, and their respective successors and assigns, including any trustee or other fiduciary hereafter appointed in any of the Cases or Successor Cases as a legal representative of the Floating Rate Debtors or the Floating Rate Debtors estates. 28. Adequate Notice. The notice given by the Debtors of the Final Hearing was given

in accordance with Bankruptcy Rule 4001(c). The Debtors shall, within three (3) Business Days, serve by mail a copy of this Final Order on the Notice Parties and any other persons that the Debtors know are entitled to notice under Bankruptcy Rule 4001(c). Any notice herein that is required to be provided to the Floating Rate DIP Lender shall be provided to the following address: Michael J. Sage Brian E. Greer DECHERT LLP 1095 Avenue of the Americas New York, New York 10036 +1 (212) 698 3500 michael.sage@dechert.com brian.greer@dechert.com

Dated: September __, 2010 New York, New York

__________________________________________ United States Bankruptcy Judge

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EXHIBIT B Proposed Lehman ALI Credit Agreement

DECHERT DRAFT 8/13/10

SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION LOAN AGREEMENT

Dated as of September [1], 2010

Between

EACH OF THE PERSONS IDENTIFIED ON SCHEDULE I HERETO, collectively, as Borrower

and

SOLAR FINANCE INC., as Lender

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TABLE OF CONTENTS Page I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION .................................................... 1 Section 1.1. Section 1.2. Section 1.3. Section 1.4. II. Section 2.1. Section 2.2. Section 2.3. Section 2.4. III. Section 3.1. Section 3.2. Section 3.3. Section 3.4. Section 3.5. Section 3.6. Section 3.7. Section 3.8. Section 3.9. IV. Section 4.1. Section 4.2. V. Section 5.1. Section 5.2. VI. Section 6.1. Section 6.2.
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Definitions............................................................................................ 1 Principles of Construction.................................................................. 19 Borrower ............................................................................................ 19 Property .............................................................................................. 20 Conditions Precedent; Loan Commitment; Disbursement to Borrower ............................................................................................ 20 Loan Payments; Interest Calculation; Late Payment Charge ............ 25 Prepayments ....................................................................................... 30 Release of Property ............................................................................ 32 Controlled Disbursement Account ..................................................... 32 The Initial Deposit ............................................................................. 32 Withdrawals from the Controlled Disbursement Account................. 32 Sole Dominion and Control ............................................................... 33 Security Interest ................................................................................. 33 Rights on Default ............................................................................... 33 Financing Statement; Further Assurances ......................................... 33 Borrowers Obligation Not Affected ................................................. 34 Deposit Accounts ............................................................................... 34 Borrower and Operating Lessee Representations .............................. 35 Survival of Representations ............................................................... 49 Affirmative Covenants ....................................................................... 50 Negative Covenants ........................................................................... 65 Insurance ............................................................................................ 69 Casualty.............................................................................................. 73

GENERAL TERMS......................................................................................................... 20

CONTROLLED DISBURSEMENT ACCOUNT ........................................................... 32

REPRESENTATIONS AND WARRANTIES................................................................ 34

BORROWER AND OPERATING LESSEE COVENANTS ......................................... 50

INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS................. 69

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TABLE OF CONTENTS (continued) Page Section 6.3. Section 6.4. VII. Section 7.1. Section 7.2. Section 7.3. Section 7.4. Section 7.5. VIII. Section 8.1. Section 8.2. Section 8.3. IX. Section 9.1. Section 9.2. Section 9.3. Section 9.4. Section 9.5. Section 9.6. Section 9.7. Section 9.8. X. Section 10.1. Section 10.2. Section 10.3. Section 10.4. Section 10.5. Section 10.6. Section 10.7. Section 10.8. Condemnation .................................................................................... 74 Restoration ......................................................................................... 74 Intentionally Omitted ......................................................................... 78 Intentionally Omitted ......................................................................... 78 Intentionally Omitted ......................................................................... 78 Required Capital Improvements Reserve .......................................... 78 Reserve Funds, Generally .................................................................. 80 Event of Default ................................................................................. 80 Remedies ............................................................................................ 86 Remedies Cumulative; Waivers ......................................................... 88 Right to Credit Bid ............................................................................. 88 Intentionally Omitted ......................................................................... 88 Servicer .............................................................................................. 88 Recourse Obligation........................................................................... 89 Intentionally Omitted ......................................................................... 89 Intentionally Omitted ......................................................................... 89 Syndication ........................................................................................ 89 Intentionally Omitted ......................................................................... 93 Survival .............................................................................................. 93 Lenders Discretion ............................................................................ 94 Governing Law .................................................................................. 94 Modification, Waiver in Writing ....................................................... 94 Delay Not a Waiver ........................................................................... 95 Notices ............................................................................................... 95 Trial by Jury ....................................................................................... 96 Headings ............................................................................................ 96 -ii-

RESERVE FUNDS.......................................................................................................... 78

DEFAULTS ..................................................................................................................... 80

SPECIAL PROVISIONS ................................................................................................. 88

MISCELLANEOUS ........................................................................................................ 93

TABLE OF CONTENTS (continued) Page Section 10.9. Section 10.10. Section 10.11. Section 10.12. Section 10.13. Section 10.14. Section 10.15. Section 10.16. Section 10.17. Section 10.18. Section 10.19. Section 10.20. Section 10.21. Section 10.22. Section 10.23. Section 10.24. Section 10.25. Section 10.26. Severability ........................................................................................ 97 Preferences ......................................................................................... 97 Waiver of Notice ................................................................................ 97 Remedies of Borrower ....................................................................... 97 Expenses; Indemnity .......................................................................... 97 Schedules and Exhibits Incorporated ................................................. 99 Offsets, Counterclaims and Defenses ................................................ 99 No Joint Venture or Partnership; No Third Party Beneficiaries ........ 99 Publicity ........................................................................................... 100 Cross-Default; Cross-Collateralization; Waiver of Marshalling of Assets ........................................................................................... 100 Waiver of Counterclaim................................................................... 101 Conflict; Construction of Documents; Reliance .............................. 101 Brokers and Financial Advisors ....................................................... 101 Sheraton Disclaimer ......................................................................... 101 Intentionally Omitted ....................................................................... 101 Prior Agreements ............................................................................. 101 Borrower Waivers ............................................................................ 102 Parties Including Trustees; Bankruptcy Court Proceedings ............ 102

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TABLE OF CONTENTS Page

SCHEDULES Schedule I Reserved Schedule II Rent Roll/Leases Schedule III Form of Advance Request Schedule IV Organizational Chart of Borrower Schedule V Reserved Schedule VI Ground Lease Schedule VII O&M Program Properties Schedule VIII Reserved Schedule IX Reserved Schedule X Franchise Agreement/Franchisor Schedule XI Required Capital Improvements Schedule XII Intentionally Omitted Schedule XIII Reserved Schedule XIV Reserved Schedule XV Lessee Purchase Options Schedule XVI Additional Ongoing Financial Reporting EXHIBITS Exhibit A Final Order Exhibit B Form of Assignment of Management Agreement

15822217.10

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SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION LOAN AGREEMENT THIS SENIOR SECURED SUPER PRIORITY DEBTOR-IN-POSSESSION LOAN AGREEMENT, dated as of September [1], 2010 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between SOLAR FINANCE INC., a Delaware corporation, having an address at 1271 Avenue of the Americas, 38th Floor, New York, New York 10020 (Lender), and EACH OF THE PERSONS LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 (individually and collectively, as the context may require, together with Borrowers successors and assigns, Borrower). W I T N E S S E T H: WHEREAS, on July 19, 2010 (the Petition Date), Borrower and certain of its affiliates commenced Chapter 11 Cases jointly administered under Case No. 10-13800 (the Chapter 11 Cases) by filing voluntary petitions for reorganization under title 11 of the United States Code (the Bankruptcy Code) with the United States Bankruptcy Court for the Southern District of New York presiding over the Chapter 11 Cases (the Bankruptcy Court); WHEREAS, from and after the Petition Date, Borrower has continued to operate its businesses and manage its properties as a debtor and debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code; and WHEREAS, Borrower has requested that Lender provide a senior secured, super-priority loan to Borrower in the maximum principal amount of $17,498,095.52 (the Loan) for the exclusive purpose of funding the Marriott PIP Work, the Other Franchise PIP Work and the Cycle Renovations; NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows: I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1. Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts deposited in the Accounts; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by

15822217.10

clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean, collectively, the Controlled Disbursement Account or any other escrow accounts or reserve accounts established by the Loan Documents. Additional Capital Improvements shall mean, collectively, the Other Franchise PIP Work and the Cycle Renovations. Additional Capital Improvements Advance shall have the meaning set forth in Section 2.1.6(a). Additional Capital Improvements Advance Amount shall have the meaning set forth in Section 2.1.6(a). Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Adequate Assurance Agreement shall mean the Agreement for Adequate Assurance of Completion of Certain PIPs and Assumption of Agreements, dated as of June 25, 2010, by and among (i) Innkeepers USA Trust and all of its direct and indirect subsidiaries and affiliates that constitute debtors in the Chapter 11 Cases and (ii) Marriott, as the same may be amended, restated, modified or otherwise supplemented from time to time in accordance with the terms hereof. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus five percent (5%) per annum. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Affiliated Manager shall mean any property manager which is an Affiliate of Borrower. Agent shall have the meaning set forth in Section 9.7.2(d) hereof. ALTA shall mean American Land Title Association, or any successor thereto. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3(a) hereof. Approved Accountant shall mean a Big Four accounting firm or other independent certified public accountant acceptable to Lender.

Assignment and Assumption shall have the meaning set forth in Section 9.7.2 hereof. Assignment of Management Agreement shall have the meaning set forth in Section 5.1.18(a) hereof. Award shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Individual Property. Bankruptcy Code shall have the meaning set forth in the Recitals hereto. Bankruptcy Court shall have the meaning set forth in the Recitals hereto. Benefit Amount shall have the meaning set forth in Section 9.6(d) hereof. Borrower shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns. Breakage Costs shall have the meaning set forth in Section 2.2.3(d) hereof. Business Day shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York are not open for business. Capital Expenditures shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements). Cash shall mean coin or currency of the United States of America or immediately available federal funds, including such funds delivered by wire transfer. Cash Collateral Orders shall mean the interim cash collateral order entered by the Bankruptcy Court on July 20, 2010 [Docket No. 54] and any subsequent interim or final orders authorizing the use of cash collateral in the Chapter 11 Cases or any amendments thereto acceptable to Lender or Lenders Affiliates. Cash Management Bank shall mean Wells Fargo Bank, N.A., or another Eligible Institution selected by Lender in Lenders reasonable discretion. Casualty shall have the meaning set forth in Section 6.2 hereof. Casualty Consultant shall have the meaning set forth in Section 6.4(b)(iii) hereof. Casualty Retainage shall have the meaning set forth in Section 6.4(b)(iv) hereof. Chapter 11 Cases shall have the meaning set forth in the Recitals hereto. Closing Date shall mean the date of the funding of the Loan.

Code shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and all applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form. Co-Lender shall have the meaning set forth in Section 9.7.2(a) hereof. Co-Lending Agreement shall mean the co-lending agreement entered into between Lender, individually as a Co-Lender and as Agent and the other Co-Lender in the event of a Syndication, as the same may be further supplemented modified, amended or restated. Collateral shall mean the Properties, the Accounts, the Reserve Funds, the Personal Property, the Rents, the Account Collateral, and all other real or personal property of Borrower that is at any time pledged, mortgaged or otherwise given as security to Lender for the payment of the Debt under the Security Instruments (if any), this Agreement or any other Loan Document. Committee shall mean any official committee of unsecured creditors appointed pursuant to Section 1102 of the Bankruptcy Code in the Chapter 11 Cases. 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 any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof. Condemnation Proceeds shall have the meaning set forth in Section 6.4(b) hereof. Contribution shall have the meaning set forth in Section 9.6(a) hereof. Control (and the correlative terms controlled by and controlling) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of the business and affairs of the entity in question by reason of the ownership of beneficial interests, by contract or otherwise. Controlled Disbursement Account shall have the meaning set forth in Section 3.1 hereof. Creditors Rights Laws shall mean with respect to any Person, any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to its debts or debtors. Cycle Renovations shall mean the construction, labor and materials necessary to renovate the Individual Properties owned by Grand Prix Bulfinch LLC and KPA/GP Louisville (HI) LLC, respectively, which renovation plans are in scope, form and substance reasonably acceptable to Lender.

Cycle Renovations Budget shall mean the budget setting forth the projected expenditures for funding the Cycle Renovations, in form and substance reasonably acceptable to Lender (after consultation with its advisors). Cycle Renovations Variance shall mean, as of the date of determination, that the aggregate costs and expenses required to complete the Cycle Renovations at the Individual Properties owned by Grand Prix Bulfinch LLC and KPA/GP Louisville (HI) LLC exceeds the amounts allocated for the completion of such Cycle Renovations set forth on the Cycle Renovations Budget. Debt shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums due to Lender in respect of the Loan under, without duplication, the Note, this Agreement, the Security Instruments (if any) or any other Loan Document. Debt Service shall mean, with respect to any particular period of time, interest payments due under the Note for such period. 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 constitute an Event of Default. Default Rate shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate, or (b) three percent (3%) above the Applicable Interest Rate. Eligible Account shall mean a separate and identifiable account 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 depository institution or trust company, insured by the Federal Deposit Insurance Corporation, (a) the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moodys and F-1 by Fitch in the case of accounts in which funds are held for thirty (30) days or less, or (b) the long term unsecured debt obligations of which are rated at least AA by Fitch and S&P and Aa2 by Moodys in the case of accounts in which funds are held for more than thirty (30) days. Embargoed Person shall have the meaning set forth in Section 4.1.43 hereof. Environmental Law shall mean any federal, State and local laws, statutes, ordinances, rules, regulations, standards, policies and other government directives or requirements, as well as common law, that, at any time, apply to Borrower or any Individual Property and relate to 5

Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act and the Resource Conservation and Recovery Act. Environmental Reports shall mean the written reports resulting from the environmental site assessments of the Properties delivered to and approved by Lender prior to the Closing Date. ERISA shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time. Eurodollar Rate shall mean, with respect to any Interest Period, an interest rate per annum equal to (a) the greater of (i) two percent (2%), or (ii) LIBOR, plus (b) the Spread. Existing Loan Agreement shall mean that certain Loan Agreement dated as of June 29, 2007 among Borrower, Grand Prix Tallahassee LLC, Grand Prix Wichita LLC and Grand Prix Columbus LLC (collectively Original Borrowers), and Lehman ALI Inc., as lender (Original Lender), as amended by that certain First Amendment to Loan Agreement, dated as of September 9, 2008, as further amended by that certain Second Amendment to Loan Agreement, dated as of January 9, 2009, as further amended by that certain Agreement dated as of January 9, 2009 and as further amended by that certain Third Amendment to Loan Agreement and other Loan Documents dated as of July 31, 2009 and made effective as of July 9, 2009, pursuant to which Original Lender made a first-priority mortgage loan to Original Borrowers in the original principal amount of $250,000,000 (the Existing Loan). Event of Default shall have the meaning set forth in Section 8.1(a) hereof. Fee Estate shall mean, with respect to any Ground Lease, the fee interest of the lessor under such Ground Lease in the Land and the Improvements demised under such Ground Lease. Fee Owner shall mean, with respect to any Ground Lease, the owner of the lessors interest in such Ground Lease and the related Fee Estate. Final Order shall mean the final order of the Bankruptcy Court set forth on Exhibit A hereto, together with any changes mutually acceptable to the parties thereto. FIRREA shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as the same may be amended from time to time. Fiscal Year shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during the term of the Loan. Flood Insurance Acts shall have the meaning set forth in Section 6.1(a)(vii) hereof. Force Majeure shall mean the failure of Borrower or Operating Lessee, as the case may be, to perform any obligation hereunder by reason of any act of God, enemy or hostile government action, terrorist attacks, civil commotion, insurrection, sabotage, strikes or lockouts or any other reason primarily due to cause or causes beyond the reasonable control of Borrower, Operating Lessee or any Affiliate of Borrower or Operating Lessee, as the case may be.

Franchise Agreement shall mean, individually and collectively as the context may require, each of those certain franchise agreements more specifically identified on Schedule X attached hereto, as any or all of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms hereof. Franchisor shall mean, individually and collectively as the context may require, each franchisor with respect to a Franchise Agreement, as same is identified on Schedule X attached hereto. Ft. Walton Property shall mean the Individual Property known as Sheraton Four Points Ft. Walton Beach, Florida. GAAP shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report. Governmental Authority shall mean any court, board, agency, commission, office, central bank or other authority of any nature whatsoever for any governmental unit (federal, State, county, district, municipal, city, country or otherwise) or quasi-governmental unit whether now or hereafter in existence. Gross Income from Operations shall mean all income, computed in accordance with GAAP, derived from the ownership and operation of the Properties from whatever source, including, but not limited to, the Rents, utility charges, escalations, service fees or charges, license fees, parking fees, rent concessions or credits, and other required pass-throughs, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Insurance Proceeds (other than business interruption or other loss of income insurance), Awards, interest on credit accounts, security deposits, utility and other similar deposits, interest on the Reserve Funds, and any disbursements to Borrower from the Reserve Funds. Gross income shall not be diminished as a result of any Security Instruments (if applicable) or the creation of any intervening estate or interest in an Individual Property or any part thereof. Ground Lease shall mean, individually and collectively, as the context may require, each ground lease described on Schedule VI attached hereto and made a part hereof as such Schedule may be amended from time to time upon the release of an Individual Property. Hazardous Materials shall mean petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives; flammable materials; radioactive materials; polychlorinated biphenyls (PCBs) and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials in any form that is or could become friable; underground or above-ground storage tanks, whether empty or containing any substance; toxic mold; any substance the presence of which on any Individual Property is prohibited by any federal, State or local authority; any substance that requires special handling; and any other material or substance now or in the future defined as a hazardous substance, hazardous material, hazardous waste, toxic substance, toxic pollutant, contaminant, pollutant or other words of similar import within the meaning of any Environmental Law.

Improvements shall have the meaning set forth in Article 1 of the related Security Instrument (if any) with respect to each Individual Property. Indemnified Parties shall mean Lender, any Affiliate of Lender who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan, any Co-Lender, any Person in whose name the encumbrance created by the Security Instruments (if any) is or will have been recorded, Persons who may hold or acquire or will have held a full or partial interest in the Loan, the holders of any Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, Affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan or any Property, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Lenders assets and business). Indemnified Taxes shall mean any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority. Individual Borrower shall mean each of the Persons comprising Borrower as identified on Schedule I hereto, together with their respective permitted successors and assigns. Individual Property shall mean each parcel of real property (including, without limitation, any interest created pursuant to the Ground Lease), the Improvements thereon and all Personal Property owned by Borrower and encumbered by a Security Instrument (if any), together with all rights pertaining to such Property and Improvements, as more particularly described in Article 1 of each Security Instrument (if any) and referred to therein as the Property. Information shall have the meaning set forth in Section 9.7.3(b) hereof. Initial Advance shall have the meaning set forth in Section 2.1.5 hereof. Innkeepers shall mean Innkeepers USA Trust, including its successors and assigns. Insurance Premiums shall have the meaning set forth in Section 6.1(b) hereof. Insurance Proceeds shall have the meaning set forth in Section 6.4(b) hereof. Interest Period shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, the period from and including the last day of the calendar month immediately preceding the calendar month in which such specified Payment Date occurs to and including the day immediately preceding such specified Payment Date; provided, however, that notwithstanding the foregoing the first Interest Period hereunder shall commence on the Closing Date and shall end on (and include) September 29, 2010. Each Interest Period, 8

except for the Interest Period commencing on the Closing Date, 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. Investor shall have the meaning set forth in Section 5.1.10(g) hereof. Leases shall have the meaning set forth in Article 1 of the Security Instrument (if any) with respect to each Individual Property. Legal Requirements shall mean, with respect to each Individual Property, all federal, State, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof, or the zoning, construction, use, alteration, occupancy or operation thereof, or any part thereof, whether now or hereafter enacted and in force, 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, at any time in force affecting such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof. Lehman Bankruptcy Court shall mean the bankruptcy court presiding over the Lehman Chapter 11 Cases. Lehman Chapter 11 Cases shall mean the chapter 11 cases commenced by Lehman Brothers Holdings, Inc. and certain of its affiliates in the United States Bankruptcy Court for the Southern District of New York, jointly administered under Case No. 09-13555. Lehman Committee shall mean any official committee of unsecured creditors appointed pursuant Section 1102 of the Bankruptcy Code in the Lehman Chapter 11 Cases. Lender shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns. Letter of Credit shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit, as the same may be replaced, split, substituted, modified, amended, supplemented, assigned or otherwise restated from time to time, (either an evergreen letter of credit or a letter of credit which does not expire until at least two (2) Business Days after the Maturity Date or such earlier date as such Letter of Credit is no longer required pursuant to the terms of this Agreement) in favor of Lender and entitling Lender to draw thereon in New York, New York or other place acceptable to Lender based solely on a statement purportedly executed by an officer of Lender stating that it has the right to draw thereon, and issued by a financial institution acceptable to Lender. Liabilities shall have the meaning set forth in Section 9.2(b) hereof. LIBOR shall mean the quoted offered rate for one-month United States dollar deposits with leading banks in the London interbank market that appears as of 11:00 a.m. (London time) 9

on the related LIBOR Determination Date on the display page designated as Reuters Page LIBOR01 or 3750. If, as of such time on any LIBOR Determination Date, no quotation is given on Reuters Page LIBOR01 or 3750, then Lender shall establish LIBOR on such LIBOR Determination Date by requesting four Reference Banks meeting the criteria set forth herein to provide the quotation offered by its principal London office for making one-month United States dollar deposits with leading banks in the London interbank market as of 11:00 a.m., London time, on such LIBOR Determination Date. (1)If two or more Reference Banks provide such offered quotations, then LIBOR for the next Interest Period shall be the arithmetic mean of such offered quotations (rounded upward if necessary to the nearest whole multiple of 1/1,000%). (2)If only one or none of the Reference Banks provides such offered quotations, then LIBOR for the next Interest Period shall be the Reserve Rate. (3)If on any LIBOR Determination Date, Lender is required but is unable to determine the LIBOR in the manner provided in paragraphs (i) and (ii) above, LIBOR for the next Interest Period shall be LIBOR as determined on the immediately preceding LIBOR Determination Date. The establishment of LIBOR on each LIBOR Determination Date by Lender shall be final and binding. LIBOR Business Day shall mean a day upon which (i) United States dollar deposits may be dealt in on the London interbank markets and (ii) commercial banks and foreign exchange markets are open in London, England and in New York, New York, USA. LIBOR Determination Date shall mean, with respect to any Interest Period, the date that is two (2) LIBOR Business Days prior to the calendar day on which such Interest Period is commenced. Licenses shall have the meaning set forth in Section 4.1.21 hereof. Lien shall mean, with respect to each Individual Property, any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting Borrower, the related Individual Property, any portion thereof or any interest therein, 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 mechanics, materialmens and other similar liens and encumbrances. Loan shall mean the loan made by Lender to Borrower pursuant to this Agreement and the other Loan Documents as the same may be amended or split pursuant to the terms hereof. Loan Documents shall mean, collectively, this Agreement, the Note, the Security Instruments (if any), the Final Order, the Assignment of Management Agreement and all other documents executed and/or delivered in connection with the Loan.

10

Losses shall mean any and all claims, suits, liabilities, actions, proceedings, obligations, debts, damages, losses, costs, expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in settlement of whatever kind or nature (including but not limited to reasonable attorneys fees and other costs of defense). Major Lease shall mean (i) any Operating Lease, (ii) any Lease which together with all other Leases to the same tenant and to all Affiliates of such tenant, (A) covers more than 10,000 net rentable square feet of total space at the Property, in the aggregate, (B) provides for a lease term of more than ten (10) years including options to renew or (C) is with an Affiliate of Borrower and (iii) any instrument guaranteeing or providing credit support for any Major Lease, in each case, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement. Management Agreement shall mean, with respect to any Individual Property, the management agreement entered into by and between Operating Lessee and the applicable Manager, pursuant to which the applicable Manager is to provide management and other services with respect to such Individual Property, or, if the context requires, the Replacement Management Agreement executed in accordance with the terms and provisions of this Agreement, in each case, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms and conditions of this Agreement. Manager shall mean (i) for each Individual Property other than the Ft. Walton Property, Island Hospitality Management, Inc., a Florida corporation or (ii) with respect to the Ft. Walton Property, Dimension Development Company, Inc., a Louisiana corporation, or, if the context requires, a Qualified Manager who is managing the Properties or any Individual Property in accordance with the terms and provisions of this Agreement, as well as any replacement selected by Borrower and reasonably acceptable to Lender. Marriott shall mean Marriott International, Inc. and/or its Affiliates. Marriott PIP Work shall mean the construction, labor and materials necessary to satisfy Marriott that each of the requirements of each of the PIPs has been satisfied, as identified and reasonably approved by Lender. Material Adverse Effect shall mean a material adverse change in the financial condition of any Individual Borrower, or in the use, value or operation of any Individual Property (other than the commencement of the Chapter 11 Cases or otherwise in connection therewith). Maturity Date shall mean the earlier to occur of (a) [__________], 20111, or (b) the Termination Date. Maximum Contingency Amount shall mean, with respect to any PIP Property, as of any date of determination, an amount reasonably determined by Lender equal to (a) the percentage of the Marriott PIP Work or Other Franchise PIP Work, as applicable, that has been
1

Insert date that is 360 days after the Closing Date.

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completed as of such date, multiplied by (b) the remaining unallocated portion of the contingency line item set forth in the applicable PIP Budget for such PIP Property. 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 in 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. Maximum Loan Amount shall mean $17,498,095.52. Monthly Debt Service Payment Amount shall mean, as to a specific Payment Date, the amount of interest due and payable on such Payment Date pursuant to the Note and Section 2.2 hereof. Moodys shall mean Moodys Investors Service, Inc. Net Cash Flow for any period shall mean the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period. Net Cash Flow Schedule shall have the meaning set forth in Section 5.1.10(b) hereof. Net Operating Income shall mean the amount obtained by subtracting Operating Expenses from Gross Income from Operations. Net Proceeds shall have the meaning set forth in Section 6.4(b) hereof. Net Proceeds Deficiency shall have the meaning set forth in Section 6.4(b)(vi) hereof. Non-U.S. Entity shall have the meaning set forth in Section 2.2.8(b) hereof. Note shall mean that certain promissory note of even date herewith in the original principal amount of Seventeen Million Four Hundred Ninety Eight Thousand Ninety Five and 52/100 Dollars ($17,498,095.52), made by Borrower in favor of Lender, as the same may be amended, restated, replaced, extended, renewed, supplemented, severed, split, or otherwise modified from time to time. O&M Program shall mean, with respect to each Individual Property listed on Schedule VII hereof, the asbestos operations and maintenance program developed by Borrower and approved by Lender, as the same may be amended, replaced, supplemented or otherwise modified from time to time. Obligations shall mean Borrowers obligation to pay the Debt and perform its obligations under the Note, this Agreement and any other Loan Documents.

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Officers Certificate shall mean a certificate delivered to Lender by Borrower or Operating Lessee which is signed by a Responsible Officer of Borrower or Operating Lessee, as applicable. Operating Expenses shall mean the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Properties that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance premiums, license fees, property taxes and assessments, advertising and marketing expenses, franchise fees, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding depreciation, Debt Service, Capital Expenditures and contributions to the Reserve Funds. Operating Lease shall mean, individually or collectively, as the context may require, the operating lease or similar agreement entered into by and between the applicable Borrower and the Operating Lessee, which governs the operation of one of more of the Individual Properties as the same may be amended, restated, replaced, supplemented or modified from time to time, in accordance with the terms hereof. Operating Lessee shall mean, individually or collectively, as the context may require, any operating lessee under an Operating Lease, which is an Affiliate of Borrower and which is a special-purpose entity satisfying the requirements of Section 4.1.35, provided that such operating lessee shall be selected in accordance with the terms hereof. As of the date hereof, the Operating Lessee is Grand Prix Floating Lessee LLC, a Delaware limited liability company, the current operating lessee of each Individual Property, and an Affiliate of Borrower. Other Charges shall mean all 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 Franchise PIP Work shall mean the construction, labor and materials necessary to satisfy each applicable Franchisor (other than Marriott) that each of the requirements of each of the applicable PIPs has been satisfied, as identified and reasonably approved by Lender. Participant shall have the meaning set forth in Section 9.7.2(i) hereof. Payment Date shall mean the last day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day. Petition Date shall have the meaning set forth in the Recitals hereto. Permitted Encumbrances shall mean, with respect to an Individual Property, collectively, (a) the Liens and security interests created by the Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy, Survey or Physical Conditions Report relating to such Individual Property or any part thereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet delinquent, (d) such other title and survey exceptions as Lender has approved or may approve in writing in Lenders discretion, (e) 13

Room License Agreements, (f) the Operating Leases, (g) the Liens and security interests created by or otherwise in connection with, the Existing Loan Agreement, or (h) any other Liens and security interests permitted by the Bankruptcy Court. Person shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, 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 Article 1 of the Security Instrument (if any) with respect to each Individual Property. Petition Date shall mean July 19, 2010. Physical Conditions Report shall mean, with respect to each Individual Property, a structural engineering report prepared by a company reasonably satisfactory to Lender regarding the physical condition of such Individual Property, satisfactory in form and substance to Lender in its reasonable discretion, which report shall, among other things, (a) confirm that such Individual Property and its use complies, in all material respects, with all applicable Legal Requirements (including, without limitation, zoning, subdivision and building laws) and (b) include a copy of a final certificate of occupancy with respect to all Improvements on such Individual Property (or, if a final certificate of occupancy is not available in the applicable jurisdiction, a temporary certificate of occupancy). PIP shall mean, with respect to each Property, any property improvement plan included within and a made a part of the Franchise Agreement for such Property, which shall be subject to Lenders reasonable review and approval. PIP Budget shall mean, collectively, (i) with respect to each PIP Property, the budget approved by Lender on or prior to the Closing Date (as adjusted to account for funds previously disbursed to Borrower for the Marriott PIP Work and the Other Franchise PIP Work in accordance with the terms and conditions of the Existing Loan Agreement) and (ii) the budget setting forth the projected expenditures for funding the Mod 14 work at the Individual Properties owned by Grand Prix Ontario LLC, Grand Prix Troy (SE) LLC, Grand Prix Troy (Central) LLC and Grand Prix Harrisburg LLC in form and substance reasonably acceptable to Lender (after consultation with its advisors). PIP Property shall mean, collectively, each Property for which Required Capital Improvements are required to be performed. PIP Property Group shall mean, with respect to any PIP Property, such PIP Property together with up to two (2) other PIP Properties with respect to which Borrower either (a) is engaged in Marriott PIP Work or Other Franchise PIP Work, or (b) has completed Marriott PIP Work and/or Other Franchise PIP Work, and which have been designated by Borrower and reasonably approved by Lender as a PIP Property Group.

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Plan shall mean an employee benefit plan (as defined in section 3(3) of ERISA) whether or not subject to ERISA or a plan or other arrangement within the meaning of Section 4975 of the Code. Plan Assets shall mean assets of a Plan within the meaning of section 29 C.F.R. Section 2510.3-101 or similar law. Policies shall have the meaning set forth in Section 6.1(b) hereof. Prepetition shall mean any date before the Petition Date. Prime Rate shall mean, on a particular date, a rate per annum equal to the rate of interest published in The Wall Street Journal as the prime rate, as in effect on such day, with any change in the prime rate resulting from a change in said prime rate to be effective as of the date of the relevant change in said prime rate; provided, however, that if more than one prime rate is published in The Wall Street Journal for a day, the average of the prime rates shall be used; provided, further, however, that the Prime Rate (or the average of the prime rates) will be rounded to the nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%, to the next higher 1/100 of 1%. In the event that The Wall Street Journal should cease or temporarily interrupt publication, then the Prime Rate shall mean the daily average prime rate published in another business newspaper, or business section of a newspaper, of national standing chosen by Lender. If The Wall Street Journal resumes publication, the substitute index will immediately be replaced by the prime rate published in The Wall Street Journal. In the event that a prime rate is no longer generally published or is limited, regulated or administered by a governmental or quasigovernmental body, then Lender shall select a comparable interest rate index which is readily available to Borrower and verifiable by Borrower but is beyond the control of Lender. Lender shall give Borrower prompt written notice of its choice of a substitute index and when the change became effective. Such substitute index will also be rounded to the nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%, to the next higher 1/100 of 1%. The determination of the Prime Rate by Lender shall be conclusive and binding absent manifest error. Prohibited Person shall mean any Person: (a) listed in the Annex to, or otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the Executive Order); (b) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive Order; (d) who commits, threatens or conspires to commit or supports terrorism as defined in the Executive Order;

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(e) that is named as a specially designated national and blocked person on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov.ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list; or (f) who is an Affiliate of or Affiliated with a Person listed above.

Projections shall have the meaning set forth in Section 9.7.3(b) hereof. Properties shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, to the extent that the same is encumbered by any Security Instrument (if applicable) and has not been released therefrom pursuant to the terms of this Agreement, the Final Order or any Security Instrument (if applicable). Property shall mean, as the context may require, the Properties or an Individual Property. Qualified Insurer shall have the meaning set forth in Section 6.1(b) hereof. Qualified Manager shall mean a reputable and experienced professional management organization (a) which manages, together with its Affiliates, a portfolio of properties of a type, quality and size similar to the Properties, and (b) prior to whose employment as manager of the Properties such employment shall have been reasonably approved by Lender. Quality Assurance Reports shall mean any quality assurance reports of inspection or compliance from a Franchisor under a Franchise Agreement with respect to any Individual Property. Reference Bank shall mean a leading bank engaged in transactions in Eurodollar deposits in the international Eurocurrency market that has an established place of business in London. If any such Reference Bank should be removed from the Reuters Page LIBOR01 or 3750 or in any other way fail to meet the qualifications of a Reference Bank, Lender may designate alternative Reference Banks meeting the criteria specified above. Register shall have the meaning set forth in Section 9.7.2(h) hereof. Release of any Hazardous Materials shall mean any release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Materials. Renewal Lease shall have the meaning set forth in Section 5.1.17(a) hereof. Rents shall have the meaning set forth in Article 1 of the Security Instrument (if any) with respect to each Individual Property. Replacement Management Agreement shall mean either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management

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Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance. Required Capital Improvements shall mean, collectively, (a) the Marriott PIP Work, (b) the Other Franchise PIP Work, and (c) the Cycle Renovations. Required Capital Improvements Fund shall have the meaning set forth in Section 7.4.1 hereof. Reserve Funds shall mean the Required Capital Improvements Fund or any other escrow or reserve fund established by the Loan Documents. Reserve Rate shall mean the rate per annum which Lender determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/1,000%) of the one-month United States dollar lending rates that at least three major New York City banks selected by Lender are quoting, at 11:00 a.m. (New York time) on the relevant LIBOR Determination Date, to the principal London offices of at least two of the Reference Banks, or (ii) in the event that at least two such rates are not obtained, the lowest one-month United States dollar lending rate which New York City banks selected by Lender are quoting as of 11:00 a.m. (New York time) on such LIBOR Determination Date to leading European banks. Responsible Officer shall mean with respect to a Person, the chairman of the board, president, chief operating officer, chief financial officer, treasurer, vice president-finance or such other authorized representative of such Person. Restoration shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be approved by Lender. Restricted Party shall mean Borrower or Operating Lessee or any Affiliated Manager or any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of Borrower or Operating Lessee or any Affiliated Manager or any non-member manager. Restructuring Plan shall have the meaning provided in the definition of Termination Date. Reuters Page LIBOR01 or 3750 shall mean the display designated as page 3750 or page LIBOR01 on the Reuters Service (or such other page as may replace page 3750 or LIBOR01 on that service or such other service as may be nominated by the British BankersAssociation as the information vendor for the purposes of displaying British BankersAssociation Interest Settlement Rates for U.S. dollar deposits). Room License Agreement shall mean each license agreement for the use of hotel rooms entered into with a hotel guest or guests in the ordinary course of operation of the Property.

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S&P shall mean Standard & Poors Rating Services, a division of McGraw Hill, Inc. Sale or Pledge shall mean a voluntary or involuntary sale, conveyance, transfer or pledge of a direct or indirect legal or beneficial interest. Sales and Occupancy Taxes shall mean any sales, use or occupancy or other taxes on charges for the use of guest rooms at the Property required to be paid by any Governmental Authority. Security Instrument shall mean, with respect to each Individual Property, a first priority Mortgage (or Deed of Trust or Deed to Secure Debt, as applicable) and Security Agreement, executed and delivered by Borrower and Operating Lessee as security for the Loan and encumbering such Individual Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Servicer shall have the meaning set forth in Section 9.3 hereof. Servicing Agreement shall have the meaning set forth in Section 9.3 hereof. Severed Loan Documents shall have the meaning set forth in Section 8.2(c) hereof. Spread shall mean five percent (5%). State shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located. Survey shall mean, with respect to an Individual Property, a survey prepared by a surveyor licensed in the State where such Individual Property is located and satisfactory to Lender and the company or companies issuing the Title Insurance Policies, and containing a certification of such surveyor satisfactory to Lender. Syndication shall have the meaning set forth in Section 9.7.2(a) 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 any Individual Property or part thereof. Termination Date shall mean the earliest to occur of: (a) date on which the Loan is accelerated by Lender in accordance with the terms of this Agreement and any other Loan Document (to the extent applicable), following the occurrence and continuation of an Event of Default; (b) the date on which the obligations under any other debtor-in-possession financing provided to Borrower (or any Affiliate of Borrower) in connection with the Chapter 11 Cases is accelerated due to the occurrence and continuation of an event of default thereunder; (c) the effective date of any plan (a Restructuring Plan) in the Chapter 11 Cases that provides for payment in full in cash of all Obligations then due and owing under the Loan or such other treatment that is acceptable to Lender or its Affiliates in their sole and absolute discretion; (d) the date of any sale of all or substantially all of the assets of any Borrower pursuant to Section 363 of the Bankruptcy Code; (e) the entry of an order of dismissal or conversion of the Chapter 11

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Cases with respect to Borrower; or (f) the extinguishment or cancellation of all Obligations, unless otherwise agreed to in writing by Lender or its Affiliates. Terrorism Insurance shall have the meaning set forth in Section 6.1(b) hereof. Title Insurance Policy shall mean, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Lender (or, if an Individual Property is located in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Lender) issued with respect to such Individual Property and insuring the lien of the Security Instrument encumbering such Individual Property. Transfer shall have the meaning set forth in Section 5.2.10(a) hereof. UCC or Uniform Commercial Code shall mean the Uniform Commercial Code as in effect in the State in which an Individual Property is located. Underwriter Group shall have the meaning set forth in Section 9.2(b) hereof. U.S. Obligations shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (a) obligations or securities not subject to prepayment, call or early redemption which are direct obligations of, or obligations fully guaranteed as to timely payment by, the United States of America or any agency or instrumentality of the United States of America, which qualify under 1.860G-2(a)(8) of the Treasury Regulations, or (b) other non-callable government securities as defined in Treasury Regulations 1.860G-2(a)(8), as amended. Variance shall mean, with respect to each PIP Property as of the date of determination, as reasonably determined by Lender, an amount equal to the amount by which the actual costs and expenses incurred to complete specific Marriott PIP Work or Other Franchise PIP Work at such PIP Property exceed the budgeted costs and expenses set forth on the line item for such Marriott PIP Work or Other Franchise PIP Work, as set forth on the applicable PIP Budget. Working Day shall mean any day on which dealings in foreign currencies and exchange are carried on in London, England and in New York, New York. 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. All uses of the word including shall mean including, without limitation unless the context shall indicate otherwise. 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. Section 1.3. Borrower.

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The parties hereto acknowledge that the defined term Borrower has been defined to collectively include each Individual Borrower. All references to Borrower in this Agreement shall be deemed to refer to one or more Individual Borrowers, as the context requires. It is the intent of the parties hereto in making any determination under this Agreement, including, without limitation, in determining whether (a) a breach of a representation, warranty or a covenant has occurred, (b) there has occurred an Event of Default, or (c) an event has occurred which would create recourse obligations under this Agreement, that any such breach, occurrence or event with respect to any Individual Borrower shall be deemed to be such a breach, occurrence or event with respect to all Individual Borrowers and that all Individual Borrowers need not have been involved with such breach, occurrence or event in order for the same to be deemed such a breach, occurrence or event with respect to every Individual Borrower. Section 1.4. Property. The parties hereto acknowledge that the defined term Property has been defined to collectively include each Individual Property. All references to Property in this Agreement shall be deemed to refer to one or more Individual Properties, as the context requires. It is the intent of the parties hereto in making any determinations under this Agreement, including without limitation, in determining whether (a) breach of a representation, warranty or a covenant has occurred, (b) there has occurred an Event of Default, or (c) an event has occurred which would create recourse obligations under this Agreement, that any such breach, occurrence or event with respect to any Individual Property shall be deemed to be such a breach, occurrence or event with respect to the Loan. II. GENERAL TERMS

Section 2.1. Conditions Precedent; Loan Commitment; Disbursement to Borrower. 2.1.1. Agreement to Lend and Borrow; Conditions Precedent. (a) Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan on the Closing Date. Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to advance, and Borrower hereby agrees to accept, the Maximum Loan Amount, which Maximum Loan Amount is to be advanced as provided in Sections 2.1.5 and 2.1.6 of this Agreement. (b) The effectiveness of this Agreement and the obligation of Lender to make the Loan is subject to and expressly conditioned upon the satisfaction of the following conditions in Lenders sole and absolute discretion: (i) the Final Order shall have been issued by the Bankruptcy Court;

(ii) Lender shall have received the written approval of the Lehman Committee with respect to the Loan; (iii) Lender shall have received the approval of the Lehman Bankruptcy Court with respect to the Loan;

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(iv) Lender shall have received a closing fee in the amount of one-half percent (0.5%) of the Maximum Loan Amount, which closing fee shall be non-refundable and fully earned on the Closing Date; (v) Lender shall have received a commitment fee in the amount of one percent (1.0%) of the Maximum Loan Amount, which commitment fee shall be non-refundable and fully earned on the Closing Date; (vi) Lender shall have received payment of (I) all reasonable and documented fees and out-of-pocket expenses of one counsel and financial advisor for Lender in connection with the making of the Loan, (II) all reasonable and documented out-ofpocket due-diligence expenses of Lender in connection with the Loan, including but not limited to environmental and tax due diligence, duplication expenses, consultation, travel and attendance at court hearings, and inspections of the Properties in connection with disbursements from the Controlled Disbursement Account and (III) other reasonable and documented out-of-pocket fees and expenses of Lender in connection with the Loan; (vii) Lender shall have received fully executed originals of this Agreement, the Note and the other Loan Documents in form and substance acceptable to Lender; (viii) Lender shall have received each PIP Budget in form and substance reasonably acceptable to Lender; (ix) Lender shall have received the Adequate Assurance Agreement in form and substance acceptable to Lender (it being understood and agreed that the draft Adequate Assurances Agreement provided to Lender on July 14, 2010 is satisfactory to Lender); (x) Lender shall have received (I) all financial information required to be delivered to Lender and its Affiliates pursuant to the Cash Collateral Orders (or if the Cash Collateral Order have been terminated prior to the Closing Date, such information as Lender and its Affiliates would be entitled to receive under the Cash Collateral Orders if such Cash Collateral Orders were still in effect), and (II) any and all franchise inspection reports, Quality Assurance Reports and guest satisfaction reports received by Borrower during the second calendar quarter of 2010 accompanied by an Officers Certificate with respect thereof; (xi) Lender shall have received such updated title searches, lien searches and updated environmental reports (and if recommended by Lenders environmental consultant or otherwise obtained at the closing of the Existing Loan, delivery of new or updated so-called phase 2 environmental reports) with respect to the Property as Lender may reasonably require in form and substance reasonably acceptable to Lender; (xii) Lender shall have received each Title Insurance Policy and Survey;

(xiii) no Termination Event or Event of Default shall have occurred and shall be continuing; and

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(xiv) there shall not have been one or multiple events which, individually or in the aggregate, have resulted, or would reasonably be expected to result, in a decline in the value of the Properties of more than twenty percent (20%) since July 16, 2010, as determined by Lender. 2.1.2. Amounts Not To Be Reborrowed. Any portion of the Loan borrowed and repaid hereunder may not be reborrowed. 2.1.3. Super-Priority Nature of Obligations and Lenders Liens. represents, warrants, covenants and agrees that: Borrower hereby

(a) The Loan shall be evidenced by the Note and secured by the Security Instruments (if any). The Lenders security interests in the Collateral and the priority of Lenders Liens on the Collateral shall be set forth in the Final Order and the Security Instruments (if any). (b) All Obligations are secured by Liens on the assets of Borrower and shall constitute allowed administrative expenses of Borrower in the Chapter 11 Cases under Section 364(c)(1) of the Bankruptcy Code, with administrative priority and senior secured status under Sections 364(c) and 364(d) of the Bankruptcy Code and such administrative claim shall have priority over all other costs and expenses of the kinds specified in, or ordered pursuant to, Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113, 1114 or any other provision of the Bankruptcy Code and shall at all times be senior to the rights of Borrower, Borrowers estate, and any successor trustee or estate representative in the Chapter 11 Cases or any subsequent proceeding or case under the Bankruptcy Code. (c) Lenders Liens on the Collateral and Lenders respective administrative claims under Sections 364(c)(l) and 364(d) of the Bankruptcy Code afforded the Obligations shall also have priority over any claims, including, upon entry of the Final Order, those arising under Section 506(c) of the Bankruptcy Code. (e) On the Maturity Date, Lender shall be entitled to immediate payment of such Obligations without further application to or order of the Bankruptcy Court. (g) Borrower hereby acknowledges effective upon the issuance and entry of the Final Order, that Borrower has no defense, counterclaim, offset, recoupment, cross-complaint, claim or demand of any kind or nature whatsoever that can be asserted to reduce or eliminate all or any part of Borrowers liability to prepay or repay Lender as provided in this Agreement or other Loan Documents. Each Borrower, in their own right, on behalf of each of their bankruptcy estates and on behalf of all their successors, assigns and any Affiliates and any Person acting for and on behalf of, or claiming through them, (collectively, the Releasing Parties), hereby, effective upon the issuance and entry of the Final Order, fully, finally and forever release and discharge Lender and all of Lenders past and present officers, directors, agents, attorneys, assigns, heirs, parents, subsidiaries, and each person acting for or on behalf of any of them (collectively, the Released Parties) of and from any and all past and present actions, causes of action, demands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement, costs, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind or nature whatsoever, whether in law, equity or 22

otherwise (including, without limitation, those arising under Sections 541 through 550 of the Bankruptcy Code and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, consequential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Agreement, the other Loan Documents, the Final Order and the transactions contemplated hereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing. (h) On the Closing Date, and on behalf of itself and its estate, and for so long as any Obligations shall be outstanding, Borrower hereby irrevocably waives any right, pursuant to Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, to grant any Lien of equal or greater priority than the Liens securing the Obligations, or to approve a claim of equal or greater priority than the Obligations, unless effective upon the granting of any such Lien or claim, the Obligations and adequate protection obligations shall be paid in full in cash and all obligations of Lender hereunder shall be terminated. (i) Without any limitation whatsoever, the Loan, including accrued interest, principal, costs and expenses, shall be secured on a super-priority basis in accordance with sections 364(c)(2) and (d) of the Bankruptcy Code by first priority, senior secured and priming liens on and security interests in (i) all of the Borrowers real property (including the improvements thereon and all furniture, fixtures and equipment used in connection therewith) and the proceeds thereof that secure the Existing Loan, subject only to prepetition liens and other permitted liens expressly permitted herein, (ii) the Controlled Disbursement Account, the amounts on deposit from time to time therein and the proceeds thereof, and (iii) all chapter 5 causes of action that relate to the Properties. (j) All liens authorized and granted pursuant to the Loan shall be deemed effective and perfected as of the Closing Date, and no further notice or act will be required to effect such perfection. 2.1.4. Use of Proceeds. Borrower shall use the proceeds of the Loan to (a) pay any fees, costs or expenses owed to Lender pursuant to the terms of this Agreement, and (b) pay for the Required Capital Improvements in accordance with the terms and provisions of this Agreement. 2.1.5. Initial Advance of Maximum Loan Amount. On the Closing Date, Lender shall make an initial advance of the Maximum Loan Amount in the amount of $5,448,771.01 (the Initial Advance), which Initial Advance shall be deposited by Lender into the Controlled Disbursement Account for disbursement to Borrower in

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accordance with Section 7.4 of this Agreement to fund or reimburse expenses related to the Marriott PIP Work. 2.1.6. Subsequent Advances of Maximum Loan Amount. (a) Additional Capital Improvements Advance Amount. Upon satisfaction (or waiver in writing by Lender) of the conditions set forth in this subsection, Lender shall make advances (each, an Additional Capital Improvements Advance) to Borrower in the amount requested by Borrower but in the aggregate amount of not more than $12,049,324.51 (the Maximum Additional Capital Improvements Advance Amount) and, such Additional Capital Improvements Advance when taken together with the Initial Advance and all prior Additional Capital Improvement Advances, shall not be in excess of the Maximum Loan Amount, and shall be used to fund or reimburse expenses related to the Other Franchise PIP Work and Cycle Renovations in accordance with the terms and conditions of this Agreement. Each Additional Capital Improvements Advance shall be considered an advance of the Maximum Loan Amount, shall be added to the unpaid principal balance of the Loan as of the day such advance is made for purposes of Borrowers payment obligations under this Agreement, and repayment thereof, together with interest thereon, shall be secured by the Security Instrument (if any) and other collateral given for the Loan. (b) Completion of Required Capital Improvements. Borrower agrees to complete the Required Capital Improvements diligently and expediently but, in any event, no later than the applicable completion date identified for such work in the applicable PIP and completion of the Required Capital Improvements shall be subject to all requirements and conditions forth in Section 7.4. Should an Event of Default occur and be continuing as a result of Borrowers failure to perform the Required Capital Improvements, then, in addition to all of Lenders rights and remedies, Lender shall have the right to advance a portion or all of the unadvanced Maximum Additional Capital Improvements Advance Amount and use such funds to complete the Required Capital Improvements (but Lender shall not be obligated to do so). (c) Additional Capital Improvements Advance. Provided no Event of Default shall have occurred and be continuing, upon satisfaction of the following conditions, Lender shall advance to Borrower the Additional Capital Improvements Advances for deposit into the Controlled Disbursement Account: (i) if an advance is to be made for Other Franchise PIP Work, all amounts then on deposit in the Controlled Disbursement Account for purposes of funding or reimbursing expenses related to the Other Franchise PIP Work in accordance with the terms of Section 7.4 hereof shall have been fully expended by Borrower in accordance with the PIP Budget prior to Lender making such advance to Borrower; (ii) if an advance is to be made for Cycle Renovations, Borrower shall have (1) delivered to Lender the Cycle Renovations Budget in form and substance reasonably acceptable to Lender, (2) provided Lender with a written representation and warranty of Borrower for the benefit of Lender that (I) each Cycle Renovations Budget delivered to Lender is a true, correct and complete copy of such Cycle Renovations Budget, (II) the renovation costs associated with the Cycle Renovations are set forth on the Cycle

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Renovations Budget and (III) the Cycle Renovations Budget includes all costs and expenses incurred or to be incurred for the complete performance of the Cycle Renovations and (3) paid all reasonable and documented costs of Lender in connection with Lender and its consultants review of the Cycle Renovations Budget, including, without limitation, the costs of inspections of the Individual Properties subject to Cycle Renovations; (iii) if an advance is to be made for Cycle Renovations, all amounts then on deposit in the Controlled Disbursement Account for purposes of funding or reimbursing expenses related to Cycle Renovations in accordance with the terms of Section 7.4 hereof shall have been fully expended by Borrower in accordance with the Cycle Renovations Budget prior to Lender making such advance to Borrower; (iv) Borrower shall have submitted to Lender an advance request in the form set forth as Schedule III attached hereto (an Advance Request) at least thirty (30) days prior to the date on which such advance is to funded to, and disbursed from, the Controlled Disbursement Account in accordance with the terms of this Agreement, which request shall, among other things, set forth in reasonable detail the Other Franchise PIP Work or Cycle Renovations, as applicable, to be paid in accordance with the PIP Budget or the Cycle Renovations Budget, respectively; (v) the amount requested by Borrower pursuant to the Advance Request shall not exceed the amount set forth on the PIP Budget or the Cycle Renovations Budget, as applicable, with respect to such Additional Capital Improvements; (vi) no Additional Capital Improvements Advance shall be made with respect to the Marriott PIP Work (other than the Initial Advance); (vii) no Additional Capital Improvements Advance shall be requested by Borrower in an amount of less than $25,000; (viii) Borrower shall not request more than one (1) Additional Capital Improvements Advance in any calendar month; (ix) the amount requested by Borrower pursuant to the Advance Request shall not exceed (A) with respect to the Other Franchise PIP Work, an amount, when added to all prior Additional Capital Improvements Advances made with respect to the Other PIP Work, a maximum amount of $7,949,324.51, and (B) with respect to the Cycle Renovations, an amount, when added to the all prior Additional Capital Improvements Advances made with respect to the Cycle Renovations, a maximum amount of $4,100,000.00; and (x) Borrower shall have otherwise satisfied all other conditions herein necessary for funds to be disbursed from the Controlled Disbursement Account. (d) Surplus Funds after Completion of Additional Capital Improvements. Notwithstanding any provision of this Agreement to the contrary, Lender shall not be obligated

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to advance any surplus to Borrower of the Additional Capital Improvements Advances after full payment of the costs to complete the Additional Capital Improvements (e) Event of Default; No Waiver; Additional Conditions. Lender shall have no obligation to advance any Additional Capital Improvements Advance at any time during which a Default or an Event of Default exists and is continuing. The making of any advance by Lender at the time when a Default or Event of Default exists shall not be deemed a waiver or cure by Lender of that Default or Event of Default, nor shall Lenders rights and remedies by prejudiced in any manner thereby. Section 2.2. Loan Payments; Interest Calculation; Late Payment Charge. 2.2.1. Payments. (a) Interest on the outstanding principal balance of the Loan shall accrue from the Closing Date to the end of the Interest Period in which the Maturity Date occurs at the Applicable Interest Rate. Monthly installments of interest only shall be paid on each Payment Date commencing on September 30, 2010 and on each subsequent Payment Date thereafter up to and including the Maturity Date for the Interest Period in which such Payment Date or Maturity Date occurs. The outstanding principal balance of the Loan together with all accrued and unpaid interest thereon shall be due and payable on the Maturity Date (including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan through the end of the Interest Period during which the Maturity Date occurs (even if such period extends beyond the Maturity Date)). (b) Intentionally Omitted.

(c) All payments and other amounts due under the Note, this Agreement and the other Loan Documents shall be made without any setoff, defense or irrespective of, and without deduction for, counterclaims. 2.2.2. Interest Calculation. Interest on the outstanding principal balance of the Loan 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 equal to the Applicable Interest Rate divided by three hundred sixty (360) by (c) the outstanding principal balance. 2.2.3. Eurodollar Rate Unascertainable; Illegality; Increased Costs. (a) (i) 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 forthwith give notice by telephone of such determination, to Borrower at least one (1) Business Day prior to the last day of the related Interest Period, with a written confirmation of such determination promptly thereafter. If such notice is given, the Loan shall bear interest at the Adjusted Prime Rate beginning on the first day of the next succeeding Interest Period. 26

(ii) If, pursuant to the terms of this Section 2.2.3, the Loan is bearing interest at the Adjusted Prime Rate 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 by telephone of such determination, confirmed in writing, to Borrower as soon as reasonably practical, but in no event later than one (1) Business Day prior to the last day of the then current Interest Period. If such notice is given, the Loan shall bear interest at the Eurodollar Rate beginning on the first day of the next succeeding Interest Period. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to have the Loan bear interest at either the Eurodollar Rate or the Adjusted Prime Rate. (b) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender or any Co-Lender in good faith to make or maintain the portion of the Loan bearing interest at the Eurodollar Rate, (I) the obligation of Lender or such Co-Lender hereunder to make the Loan bearing interest at the Eurodollar Rate shall be canceled forthwith and (II) the Loan shall automatically bear interest at the Adjusted Prime Rate on the first day of the immediately succeeding Interest Period or within such earlier period as required by Applicable Law. Borrower hereby agrees promptly to pay Lender or any Co-Lender (within ten (10) days of Lenders or any Co-Lenders written demand therefor), any additional amounts necessary to compensate Lender or any Co-Lender for any reasonable costs incurred by Lender or such Co-Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender or such Co-Lender to lenders of funds obtained by it in order to make or maintain the Loan hereunder. Upon written demand from Borrower, Lender or the applicable Co-Lender shall demonstrate in reasonable detail the circumstances giving rise to Lenders or such Co-Lenders determination and the calculation substantiating the Adjusted Prime Rate and any additional costs incurred by Lender or such Co-Lender in making the conversion. Lenders or Co-Lenders written notice of such costs, as certified to Borrower, shall be conclusive absent manifest error. (c) In the event that any change in any requirement of any Applicable Law or in the interpretation or application thereof, or compliance in good faith by Lender or any Co-Lender with any request or directive (whether or not having the force of law) hereafter issued from any Governmental Authority which is generally applicable to all Lenders subject to such Governmental Authoritys jurisdiction: (i) shall hereafter impose, modify 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 or any Co-Lender which is not otherwise included in the determination of LIBOR hereunder; (ii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter have the effect of reducing the rate of return on Lenders or any Co-Lenders capital as a consequence of its obligations hereunder to a level below that which Lender or any CoLender could have achieved but for such adoption, change or compliance (taking into

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consideration Lenders or any Co-Lenders policies with respect to capital adequacy) by any amount deemed by Lender or any Co-Lender to be material; or (iii) shall, if the Loan is then bearing interest at the Eurodollar Rate, hereafter impose on Lender or any Co-Lender any other condition, the result of which is to increase the cost to Lender or such Co-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 or such Co-Lender (within ten (10) days of Lenders or such Co-Lenders written demand therefor), any additional amounts necessary to compensate Lender or such Co-Lender for such additional cost or reduced amount receivable which Lender or such Co-Lender deems to be material. If Lender or any Co-Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(c), Lender and such Co-Lender shall provide Borrower with written notice specifying in reasonable detail the event or circumstance by reason of which it has become so entitled and the additional amount required to fully compensate Lender and such Co-Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender or such Co-Lender to Borrower shall be conclusive absent manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under the Note, this Agreement and the other Loan Documents. (d) Borrower agrees to indemnify Lender and the Co-Lenders and to hold Lender and the Co-Lenders harmless from any loss or expense which Lender or any Co-Lender sustains or incurs as a consequence of (I) any default by Borrower in payment of the principal of or interest on the Loan while bearing interest at the Eurodollar Rate, including, without limitation, any such loss or expense arising from interest or fees payable by Lender or any Co-Lender to Lender of funds obtained by it in order to maintain the Eurodollar Rate, (II) any prepayment (whether voluntary or mandatory) of the Loan on a day that is not the day immediately following the last day of an Interest Period with respect thereto, including, without limitation, such loss or expense arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder and (III) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate from the Eurodollar Rate to the Adjusted Prime Rate with respect to any portion of the outstanding principal amount of the Loan then bearing interest at the Eurodollar Rate on a date other than the day immediately following the last day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender or any Co-Lender to lenders of funds obtained by it in order to maintain the Eurodollar Rate hereunder (the amounts referred to in clauses (I), (II) and (III) are herein referred to collectively as the Breakage Costs). This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. 2.2.4. Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest thereon, and all other amounts then due hereunder and under the Note, the Security Instruments (if any) and the other Loan Documents, including, without limitation, all interest that would accrue on the outstanding principal balance of the Loan

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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), unless otherwise agreed to in writing by Lender or any of Lenders Affiliates. 2.2.5. Payments after Default. Upon the occurrence and during the continuance of an Event of Default, interest on the outstanding principal balance of the Loan and, to the extent permitted by Applicable Law, overdue interest and other amounts due in respect of the Loan, shall accrue at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein. Interest at the Default Rate shall be computed from the occurrence of the default until the actual receipt and collection of the Debt (or that portion thereof that is then due). To the extent permitted by Applicable Law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Security Instruments (if any). This paragraph shall not be construed as an agreement or privilege to extend the date of the payment of the Debt, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default; and Lender retains its rights under the Note to accelerate and to continue to demand payment of the Debt upon the happening of any Event of Default. 2.2.6. Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents 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; provided, that notwithstanding the foregoing, with respect to only one (1) late payment by Borrower in any twelve (12) month period, the late payment charge referred to in this Section shall not apply unless Borrower has failed to pay principal, interest or any other sums due under the Loan Documents within two (2) Business Days after the date on which such amounts are due. Any such amount shall be secured by the Security Instruments (if any) and the other Loan Documents to the extent permitted by Applicable Law. 2.2.7. Usury Savings. This Agreement and the Note are subject to the express condition that at no time shall Borrower be obligated or 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,

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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 of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding. 2.2.8. Indemnified Taxes. (a) All payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, Indemnified Taxes, excluding (i) Indemnified Taxes measured by Lenders or any Co-Lenders net income, and franchise taxes imposed on it, by the jurisdiction under the laws of which Lender or any Co-Lender is resident or organized, or any political subdivision thereof, (ii) taxes measured by Lenders or any Co-Lenders overall net income, and franchise taxes imposed on it, by the jurisdiction of Lenders or such Co-Lenders applicable lending office or any political subdivision thereof or in which Lender or such CoLender is resident or engaged in business, and (iii) withholding taxes imposed by the United States of America, any state, commonwealth, protectorate territory or any political subdivision or taxing authority thereof or therein as a result of the failure of Lender or any Co-Lender which is a Non-U.S. Entity to comply with the terms of paragraph (b) below. If any non excluded Indemnified Taxes are required to be withheld from any amounts payable to Lender or any CoLender hereunder, the amounts so payable to Lender or such Co-Lender shall be increased to the extent necessary to yield to Lender or such Co-Lender (after payment of all non excluded Indemnified Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any non excluded Indemnified Tax is payable pursuant to Applicable Law by Borrower, Borrower shall send to Lender or the applicable Co-Lender an original official receipt showing payment of such non excluded Indemnified Tax or other evidence of payment reasonably satisfactory to Lender or the applicable Co-Lender. Borrower hereby indemnifies Lender and each Co-Lender for any incremental taxes, interest or penalties that may become payable by Lender or any Co-Lender which may result from any failure by Borrower to pay any such non excluded Indemnified Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender or any Co-Lender the required receipts or other required documentary evidence. (b) In the event that Lender or any Co-Lender or any successor and/or assign of Lender or any Co-Lender is not incorporated under the laws of the United States of America or a state thereof (a Non-U.S. Entity) Lender and such Co-Lender agree that, prior to the first date on which any payment is due such entity hereunder, it will deliver to Borrower two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI or successor applicable form, as the case may be, certifying in each case that such entity is entitled to receive payments under the Note, without deduction or withholding of any United States federal income taxes. Each entity required to deliver to Borrower a Form W-8BEN or W-8ECI pursuant to the preceding sentence further undertakes to deliver to Borrower two further copies of such forms, or successor applicable forms, or other manner of certification, as the case may be, on or before the date that any such form expires (which, in the case of the Form W-8ECI, is the last day of each U.S. taxable year of the Non-U.S. Entity) or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it to Borrower, and such other extensions or renewals thereof as may reasonably be requested by Borrower, certifying in the case of a Form W-8BEN or W-8ECI that such entity is entitled to

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receive payments under the Note without deduction or withholding of any United States federal income taxes, unless in any such case an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such entity from duly completing and delivering any such form with respect to it and such entity advises Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. Section 2.3. Prepayments. 2.3.1. Voluntary Prepayments. On any Payment Date, Borrower may, at its option, prepay the Loan in whole upon satisfaction of the following conditions: (a) Borrower shall provide prior written notice to Lender (which notice shall be irrevocable) specifying the date (the Prepayment Date) upon which the prepayment is to be made, which notice shall be delivered to Lender not less than three (3) Business Days prior to such payment; and (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date together with an amount equal to the interest that would have accrued at the Applicable Interest Rate on the amount of principal being prepaid through the end of the Interest Period in which such prepayment occurs, (ii) Breakage Costs, if any, without duplication of any sums paid pursuant to the preceding clause (i); and (iii) all other sums then due under this Agreement, the Note or the other Loan Documents. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. 2.3.2. Mandatory Prepayments. On the date on which Borrower actually receives Net Proceeds in excess of $25,000, if and to the extent Lender is not obligated to make such Net Proceeds available to Borrower for the Restoration of an Individual Property, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds. Such prepayment shall be applied, first, to interest on the outstanding principal balance of the Loan that would have accrued at the Applicable Interest Rate on the amount prepaid through the end of the Interest Period in which such prepayment occurs, notwithstanding that such Interest Period extends beyond the date of prepayment, second, to all other amounts then due to Lender under this Agreement or any of the other Loan Documents, and third to the outstanding principal balance of the Loan. 2.3.3. Prepayments After Default.

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If, following an Event of Default that has not been cured or waived, Borrower tenders payment of all or any part of the Debt, or if all or any portion of the Debt is recovered by Lender after such Event of Default, simultaneously with such payment or recovery, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, and (ii) Breakage Costs, if any, shall be paid by Borrower. 2.3.4. Making of Payments. Each payment by Borrower hereunder or under the Note shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 4:00 p.m., New York City time, on or prior to the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any payment hereunder or under the Note shall be stated to be due on a day which is not a Business Day, such payment shall be made on the first Business Day preceding such scheduled due date. 2.3.5. Application of Prepayments. All prepayments received pursuant to this Section 2.3 shall be applied first, to interest on the outstanding principal balance being prepaid that accrued and was unpaid through and including the Prepayment Date, and second, to the payments of outstanding principal. Section 2.4. Release of Property. Except as set forth in Section 2.3 hereof and this Section 2.4, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of Lender on any Individual Property. Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note and this Agreement, release the Liens of Lender on each Individual Property not theretofore released. III. CONTROLLED DISBURSEMENT ACCOUNT

Section 3.1. Controlled Disbursement Account. Lender shall cause to be established and maintained a segregated Eligible Account (the Controlled Disbursement Account) with Cash Management Bank in trust for the benefit of Lender, which Controlled Disbursement Account shall be under the sole dominion and control of Lender. The Controlled Disbursement Account shall be entitled Solar Finance Inc., as Lender, pursuant to the Senior Secured Super-Priority Debtor-In-Possession Loan Agreement with Grand Prix Bulfinch LLC, et. al., as Borrower, dated as of [ ], 2010 Controlled Disbursement Account. Borrower hereby grants to Lender a first priority security interest in the Controlled Disbursement Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Controlled Disbursement Account, including, without limitation, filing UCC Financing Statements and continuations thereof to the extent applicable. 32

Borrower will not in any way alter or modify the Controlled Disbursement Account without the prior written consent of Lender. Lender shall have the sole right to make withdrawals from the Controlled Disbursement Account, and shall make disbursements in accordance with the terms of this Agreement, and all reasonable costs and expenses for establishing and maintaining the Controlled Disbursement Account shall be paid by Borrower. Section 3.2. The Initial Deposit. On the Closing Date, Lender shall deposit an amount equal to $5,448,771.01 into the Controlled Disbursement Account in accordance with Section 2.1.5 hereof. Section 3.3. Withdrawals from the Controlled Disbursement Account. Lender shall disburse funds on deposit in the Controlled Disbursement Account in accordance with the provisions of Section 7.4 hereof. Section 3.4. Sole Dominion and Control. Borrower acknowledges and agrees that the Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Cash Management Bank, subject to the terms hereof; and Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of Lender or as otherwise expressly provided herein. Section 3.5. Security Interest. Borrower hereby grants to Lender a first priority security interest in each of the Accounts and the Account Collateral as additional security for the Debt. Section 3.6. Rights on Default. Notwithstanding anything to the contrary in this Article 3, upon the occurrence and during the continuance of an Event of Default, Lender may notify Cash Management Bank in writing of such Event of Default and, without notice from Cash Management Bank or Lender, (a) Borrower shall have no further right in respect of (including, without limitation, the right to instruct Cash Management Bank to transfer from) the Accounts, (b) Lender may direct Cash Management Bank to liquidate and transfer any amounts then on deposit in the Accounts as Lender may determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan Documents or to enable Cash Management Bank, as agent for Lender, or Lender to exercise and enforce Lenders rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, and (c) Lender shall have all rights and remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement and in the Security Instruments (if any), in addition to all of the rights and remedies available to a secured party under the UCC, and, notwithstanding anything to the contrary contained in this Agreement or in the Security Instruments (if any), Lender may apply the amounts of such Accounts as Lender determines in its sole discretion including, but not limited to, payment of the Debt. 33

Section 3.7. Financing Statement; Further Assurances. Borrower hereby authorizes Lender to file, and upon Lenders request, shall execute and deliver to Lender for filing, a financing statement or statements under the UCC in connection with any of the Accounts and the Account Collateral with respect thereto in the form required to properly perfect Lenders security interest therein. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly execute and deliver all further instruments and documents (including any Security Instruments), and take all further action, that may be necessary or desirable at the request of Lender, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Cash Management Bank or Lender to exercise and enforce its rights and remedies hereunder with respect to any Account or Account Collateral. Section 3.8. Borrowers Obligation Not Affected. The insufficiency of funds on deposit in the Accounts shall not absolve Borrower of the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever. Section 3.9. Deposit Accounts. (a) This Agreement creates valid and continuing security interests (as defined in the UCC) in the Controlled Disbursement Account in favor of Lender, which security interests are prior to all other Liens and are enforceable as such against creditors of and purchasers from Borrower; (b) Borrower and Lender agree that each Account is and shall be maintained (i) as a securities account (as such term is defined in Section 8-501(a) of the UCC), (ii) in such a manner that Lender shall have control (within the meaning of Section 8-106(d)(2) of the UCC) over each such Account, (iii) such that neither Borrower nor any Manager shall have any right of withdrawal from such Accounts and, except as provided herein, no Account Collateral shall be released to Borrower from such Accounts, (iv) in such a manner that the Cash Management Bank shall agree to treat all property credited to such Account as financial assets and (v) such that all securities or other property underlying any financial assets credited to such Accounts shall be registered in the name of Cash Management Bank, indorsed to Cash Management Bank or in blank or credited to another securities account maintained in the name of Cash Management Bank and in no case will any financial asset credited to any such Accounts be registered in the name of Borrower, payable to the order of Borrower or specially indorsed to Borrower except to the extent the foregoing have been specially indorsed to Cash Management Bank or in blank; (c) [Intentionally Omitted];

(d) To the extent required by Lender, Borrower has delivered to Lender fully executed agreements pursuant to which the banks maintaining the Controlled Disbursement Account have agreed to comply with all instructions originated by Lender directing disposition of the funds in such accounts without further consent by Borrower;

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(e) Other than the security interest granted to Lender pursuant to this Agreement, Borrower has not pledged, assigned, or sold, granted a security interest in, or otherwise conveyed the Controlled Disbursement Account; and (f) The Controlled Disbursement Account is not in the name of any Person other than Borrower or Lender. Borrower has not consented to the banks maintaining the Controlled Disbursement Account, to comply with instructions of any Person other than Lender. IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Borrower and Operating Lessee Representations. Each Individual Borrower and Operating Lessee represents and warrants as of the Closing Date that: 4.1.1. Organization. Except by reason of the Chapter 11 Cases, it is duly organized and is validly existing and in good standing in the jurisdiction in which it is organized, with requisite power and authority to own the Properties and to transact the businesses in which it is now engaged. Except by reason of the Chapter 11 Cases, Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with the Properties, its businesses and operations. Borrower possesses all rights, material licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the Properties and to transact the businesses in which it is now engaged. Attached hereto as Schedule IV is an organizational chart of Borrower. 4.1.2. Proceedings. Subject to the issuance and entry of the Final Order, Borrower and Operating Lessee has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents. Subject to the issuance and entry of the Final Order, this Agreement and the other Loan Documents have been duly executed and delivered by or on behalf of Borrower and Operating Lessee and constitute legal, valid and binding obligations of Borrower and Operating Lessee enforceable against Borrower and Operating Lessee in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). 4.1.3. No Conflicts. Subject to the issuance and entry of the Final Order, the execution, delivery and performance of this Agreement and the other Loan Documents by Borrower and Operating Lessee will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Lien, charge or encumbrance (other than pursuant to the Loan Documents or the Existing Loan Agreement (and any related documents)) upon any of the property or assets of Borrower pursuant to the terms of 35

any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement, franchise agreement, or other material agreement or instrument to which Borrower or Operating Lessee is a party or by which any of Borrowers or Operating Lessees property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Borrower, Operating Lessee or any of the Properties or any of Borrowers or Operating Lessees other assets, or any license or other approval required to operate the Properties, and any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority required for the execution, delivery and performance by Borrower or Operating Lessee of this Agreement or any other Loan Documents have been obtained and is in full force and effect. 4.1.4. Litigation. Except with respect to the Chapter 11 Cases, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrowers knowledge, threatened against or affecting Borrower, Operating Lessee or any Individual Property, which actions, suits or proceedings, if determined against Borrower or any Individual Property, would reasonably be expected to have a Material Adverse Effect. 4.1.5. Agreements. Except with respect to the Chapter 11 Cases and other than as disclosed in the Title Insurance Policies, each applicable Borrower and Operating Lessee is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have a Material Adverse Effect. Other than the Existing Loan Agreement (including any related documents) and the Franchise Agreements, each Borrower and Operating Lessee is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any material agreement or instrument to which it is a party or by which Borrower, Operating Lessee or any of the Properties is bound. Other than the Existing Loan Agreement, the Franchise Agreements and the other documents evidencing the Existing Loan, each Borrower and Operating Lessee has no material financial obligation 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) obligations incurred in the ordinary course of the operation of such Individual Property and (b) obligations under the Loan Documents. 4.1.6. Reorganization Matters. (a) The Chapter 11 Cases was commenced on the Petition Date in accordance with Applicable Law and proper notice thereof and proper notice for the motion seeking approval of the Loan Documents and the Final Order. Borrower shall give, on a timely basis as specified in the Final Order, all notices required to be given to all parties specified in the Final Order. (b) After the issuance and entry of the Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral.

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(c) The Final Order is in full force and effect and has not been reversed, stayed, modified or amended. (d) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Final Order, upon the Maturity Date, Lender shall be entitled to immediate payment of such Obligations in cash and to enforce the remedies provided for hereunder or under applicable law, without further application to or order by the Bankruptcy Court, subject to the terms of the Loan Documents and the Final Order, unless otherwise agreed to in writing by Lender or any of Lenders Affiliates. 4.1.7. Full and Accurate Disclosure. No statement of fact made by Borrower or Operating Lessee in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading. There is no material fact presently known to Borrower or Operating Lessee which has not been disclosed to Lender which would reasonably be expected to have a Material Adverse Effect. 4.1.8. No Plan Assets. Neither Operating Lessee nor any Borrower is a Plan and none of the assets of any Borrower or Operating Lessee constitute or will constitute, by virtue of the application of 29 C.F.R. 2510.3-101(f) as modified by section 3(42) of ERISA, Plan Assets of one or more Plans. In addition, (a) neither any Borrower nor Operating Lessee is a governmental plan within the meaning of Section 3(32) of ERISA and (b) transactions by or with any Borrower or Operating Lessee are not subject to State statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by this Agreement. 4.1.9. Compliance. Except as expressly set forth in the Environmental Reports, surveys, other documents obtained by Lender in connection with the Loan or otherwise disclosed in writing by Borrower to Lender, Borrower, Operating Lessee and the Properties and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Neither any Borrower nor Operating Lessee is in material default or violation of any written order, writ, injunction, decree or demand of any Governmental Authority. There has not been committed by Borrower, Operating Lessee or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrowers or Operating Lessees obligations under any of the Loan Documents. 4.1.10. Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of Borrower, Operating 37

Lessee and the Properties, to Borrowers and Operating Lessees knowledge, (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Borrower, Operating Lessee and the Properties, as applicable, as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances and the Existing Loan Agreement (and the documents related thereto), Borrower and Operating Lessee each does not have 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 or Operating Lessee from that set forth in said financial statements. 4.1.11. Condemnation. Except as disclosed to Lender in writing or in the Title Insurance Policies, no Condemnation or other similar proceeding has been commenced or, to the best of Borrowers and Operating Lessees knowledge, is threatened or contemplated with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property. 4.1.12. 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. 4.1.13. Utilities and Public Access. Except as set forth in the Surveys or Title Insurance Policies or otherwise disclosed to Lender in writing, each Individual Property has rights of access to public ways and is served by public water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses. All public utilities necessary to the full use and enjoyment of each Individual Property are located either in the public right-of-way abutting each Individual Property (which are connected so as to serve each Individual Property without passing over other property) or in recorded easements serving each Individual Property and such easements are set forth in and insured by the Title Insurance Policy. All roads necessary for the use of each Individual Property for their current respective purposes have been completed, are physically open and are dedicated to public use and have been accepted by all Governmental Authorities. 4.1.14. Not a Foreign Person. Neither Borrower nor Operating Lessee is a foreign person within the meaning of 1445(f)(3) of the Code. 38

4.1.15. Separate Lots. Each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property. 4.1.16. Assessments. Except as disclosed to Lender in writing or as set forth in the Title Insurance Policies, there are no pending or, to Borrowers knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor, to Borrowers knowledge, are there any contemplated improvements to any Individual Property that may result in such special or other assessments. 4.1.17. Enforceability. Subject to the issuance and entry of the Final Order, the Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Operating Lessee, including the defense of usury, and Borrower and Operating Lessee have not asserted any right of rescission, set-off, counterclaim or defense with respect thereto. 4.1.18. Intentionally Omitted. 4.1.19. Insurance. Borrower has obtained and has delivered to Lender certificates evidencing all insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any such policy. 4.1.20. Use of Property. Each Individual Property is used exclusively for hotel purposes and other appurtenant and related uses including but not limited to restaurants and lounges. 4.1.21. Certificate of Occupancy; Licenses. To Borrowers knowledge, all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits required for the legal use, occupancy and operation of each Individual Property by Borrower and Operating Lessee as a hotel (collectively, the Licenses), have been obtained and are in full force and effect and are not subject to revocation, suspension or forfeiture, except for where the failure to obtain such licenses or the failure of such licenses to not be in full force and effect does not have a Material Adverse Effect. Borrower and Operating Lessee shall keep and maintain all Licenses necessary for the operation of each Individual Property as a hotel. To Borrowers knowledge, the use being made of each Individual Property is in conformity with the Licenses issued for such Individual Property.

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4.1.22. Flood Zone. Except as shown in the Surveys, none of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards and, if so located, the flood insurance required pursuant to Section 6.1(a)(vii) is in full force and effect with respect to each such Individual Property. 4.1.23. Physical Condition. To Borrowers knowledge and except as expressly set forth in the property condition reports with respect to the Property or otherwise disclosed to Lender in writing, each Individual 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 other than to the extent of the repairs of certain Individual Properties contemplated by the PIP Budget and the Cycle Renovations Budget; 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 notice from any insurance company or bonding company of any defects or inadequacies in any 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. Each Individual Property is free from material damage covered by fire or other casualty insurance. To Borrowers knowledge, all liquid and solid waste disposal, septic and sewer systems located on each Individual Property are in a good and safe condition and repair and in compliance with all Legal Requirements. 4.1.24. Boundaries. To Borrowers knowledge and except as set forth in the Surveys, Title Insurance Policies or property condition reports with respect to the Property, 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 upon the applicable Individual Property encroach upon any of the Improvements, in any case so as to affect the value or marketability of the Individual Property, except those which are insured against by the Title Insurance Policies. 4.1.25. Leases. (a) The Properties are not subject to any Leases other than the Leases described in Schedule II attached hereto and made a part hereof. Borrower is the owner and lessor of landlords interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases. The current Leases are in full force and effect and, except to the extent arising as a result of the Chapter 11 Cases, there are no defaults by Borrower or, to Borrowers knowledge, any tenant under any Lease, and, to Borrowers knowledge, there are no conditions that, with the passage of

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time or the giving of notice, or both, would constitute defaults under any Lease. To Borrowers knowledge, no Rent has been paid more than one (1) month in advance of its due date. To Borrowers knowledge, there are no offsets or defenses to the payment of any portion of the Rents. To Borrowers knowledge, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. To Borrowers knowledge, there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. Except as described on Schedule II, to Borrowers knowledge, no tenant under any Lease has sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, except as set forth on Schedule XV hereto. No tenant under any Lease has any right or option for additional space in the Improvements. To Borrowers knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenants intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenants respective business at such Individual Property as set forth in their respective Leases, (B) held by a tenant for sale to the public in its ordinary course of business, or (C) fully disclosed to and approved by Lender in writing pursuant to the Environmental Reports. (b) Lender shall have all the rights against lessees of each Individual Property located in the State of New York set forth in Section 291-1 of the Real Property Law of New York. 4.1.26. Survey. To Borrowers knowledge, the Survey for each Individual Property delivered to Lender in connection with this Agreement does not fail to reflect any material matter affecting such Individual Property or the title thereto. 4.1.27. [Intentionally omitted]. 4.1.28. Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the transfer of the Properties to Borrower have been paid or will be paid at or prior to the filing or recordation of the Security Instruments (if any) or any other Loan Document. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of

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the Loan Documents, including, without limitation, the Security Instruments (if any), have been paid or will be paid at or prior to the filing or recordation of the Security Instruments (if any) or any other Loan Document. 4.1.29. Franchise Agreements. Except as a result of the commencement of the Chapter 11 Cases, as contemplated by the Adequate Assurances Agreement, each Franchise Agreement is in full force and effect, all franchise fees, reservation fees, royalties and other sums due thereunder have been paid in full to date or are current, and neither Borrower nor Operating Lessee nor any Borrower Affiliate which is a party to any Franchise Agreement nor to Borrowers knowledge the applicable Franchisor is in default thereunder beyond any applicable cure periods. 4.1.30. Management Agreement. Except as a result of the commencement of the Chapter 11 Cases, each Management Agreement is in full force and effect and there is no default thereunder by any party thereto and to Borrowers knowledge no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder. 4.1.31. Illegal Activity. No portion of any Individual Property has been or will be purchased with proceeds of any illegal activity. 4.1.32. No Change in Facts or Circumstances; Disclosure. All material information submitted by Borrower and Operating Lessee to Lender and in all material financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower and Operating Lessee in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that would otherwise be reasonably expected to result in a Material Adverse Effect. Each of Borrower and Operating Lessee has disclosed to Lender all material facts known to it and has not failed to disclose any material fact known to it that could cause any information described in this Section 4.1.32 or any representation or warranty made herein to be materially misleading. 4.1.33. Investment Company Act. Neither Borrower nor Operating Lessee is (a) an investment company or a company controlled by an investment company, within the meaning of the Investment Company Act of 1940, as amended; (b) 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 (c) subject to any other federal or State law or regulation which purports to restrict or regulate its ability to borrow money. 42

4.1.34. Principal Place of Business; State of Organization. Each Individual Borrowers principal place of business as of the date hereof is the address set forth in the introductory paragraph of this Agreement. Each Individual Borrower is organized under the laws of the State of Delaware and its organizational identification number is as set forth opposite its name on Schedule I hereto. 4.1.35. Single Purpose Entity. Except to the extent required pursuant to the Chapter 11 Cases, each Individual Borrower and Operating Lessee represents and warrants that it has not and covenants and agrees that no Individual Borrowers nor Operating Lessees organizational documents shall provide that Borrower shall not: (a) with respect to Borrower and Operating Lessee, engage in any business or activity other than the acquisition, development, ownership, operation, leasing, managing and maintenance of the Properties, and entering into the Loan, and activities incidental thereto; (b) with respect to Borrower and Operating Lessee, acquire or own any material assets other than (i) the Properties, and (ii) such incidental Personal Property as may be necessary for the operation of the Individual Property or Properties, as the case may be; (c) merge into or consolidate with any person or entity or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (d) (i) fail to observe its organizational formalities or preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, and qualification to do business in the State where the Property or Properties is located, if applicable, or (ii) without the prior written consent of Lender, amend, modify, terminate or fail to comply with the provisions of Borrowers or Operating Lessees Partnership Agreement, Articles of Organization or similar organizational documents, as the case may be; (e) intentionally omitted;

(f) commingle its assets with the assets of any of its members, general partners, Affiliates, principals or of any other Person or entity, participate in a cash management system with any other entity or Person, except, with respect to each other Individual Borrower and Operating Lessee, the cash management system provided for under Article III hereof, or fail to use its own separate stationery, telephone number, invoices and checks; (g) with respect to Borrower and Operating Lessee, incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Existing Loan, the Debt, except for trade payables and equipment financing or leasing arrangements in the ordinary course of its business of owning and operating the Individual Property or Properties as applicable, provided that such debt (i) is not evidenced by a note, (ii) with respect to trade payables, is paid within sixty (60) days of the date incurred, (iii) when aggregated with the 43

unsecured trade payables of the Operating Lessee, does not exceed, in the aggregate, five percent (5%) of the outstanding principal balance of the Note and (iv) is payable to trade creditors and in amounts as are normal and reasonable under the circumstances; (h) intentionally omitted;

(i) (i) fail to maintain its records (including financial statements), books of account and bank accounts separate and apart from those of the members, general partners, principals and Affiliates of Borrower or of Operating Lessee, as the case may be, the Affiliates of a member, general partner or principal of Borrower or of Operating Lessee, as the case may be, and any other Person (except where consolidated financial statements are permitted or required by Applicable Law or GAAP, provided that such consolidated statements shall reflect that such entities are separate legal entities and indicate that Borrowers, Operating Lessees, as applicable, assets and liabilities are not available to satisfy the debts and other obligations of such Affiliate or any other Person, other than as expressly provided in the Loan Documents), (ii) permit its assets or liabilities to be listed as assets or liabilities on the financial statement of any other Person (except where consolidated financial statements are permitted or required by Applicable Law or GAAP, provided that such consolidated statements shall reflect that such entities are separate legal entities and indicate that Borrowers, Operating Lessees, as applicable, assets and liabilities are not available to satisfy the debts and other obligations of such Affiliate or any other Person, other than as expressly provided in the Loan Documents) or (iii) include the assets or liabilities of any other Person on its financial statements (except where consolidated financial statements are permitted or required by Applicable Law or GAAP, provided that such consolidated statements shall reflect that such entities are separate legal entities and indicate that Borrowers, Operating Lessees, as applicable, assets and liabilities are not available to satisfy the debts and other obligations of such Affiliate or any other Person, other than as expressly provided in the Loan Documents); (j) enter into any contract or agreement with any member, general partner, principal or Affiliate of Borrower or of Operating Lessee or any member, general partner, principal or Affiliate thereof (other than a business management services agreement with an Affiliate of Borrower, provided that (i) such agreement is acceptable to Lender, (ii) the manager, or equivalent thereof, under such agreement holds itself out as an agent of Borrower or Operating Lessee and (iii) the agreement meets the standards set forth in this subsection (j) following this parenthetical), except upon terms and conditions that are commercially reasonable, intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any member, general partner, principal or Affiliate of Borrower or of Operating Lessee or any member, general partner, principal or Affiliate thereof; (k) intentionally omitted;

(l) fail to correct any known misunderstandings regarding the separate identity of Borrower, or of Operating Lessee, as the case may be, or any member, general partner, principal or Affiliate thereof or any other Person; (m) guarantee or become obligated for the debts of any other Person or hold itself out to be responsible for the debts of another Person;

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(n) make any loans or advances to any third party, including any member, general partner, principal or Affiliate of Borrower or of Operating Lessee, as the case may be, or any member, general partner, principal or Affiliate thereof, and shall not acquire obligations or securities of any member, general partner, principal or Affiliate of Borrower or of Operating Lessee, as the case may be, or any member, general partner, or Affiliate thereof; (o) fail to file its own tax returns or be included on the tax returns of any other Person, except that the tax returns of Borrower and Operating Lessee may be consolidated with the tax returns of their parent if permitted or required by Applicable Law, provided that such consolidated tax returns shall reflect that such entities are separate legal entities and indicate that Borrowers or Operating Lessees, as applicable, assets and liabilities are not available to satisfy the debts and other obligations of such parent or any other Person, other than as expressly provided in the Loan Documents); (p) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name or a name franchised or licensed to it by an entity other than an Affiliate of Borrower or of Operating Lessee, as the case may be, and not as a division or part of any other entity in order not (i) to mislead others as to the identity with which such other party is transacting business, or (ii) to suggest that Borrower or Operating Lessee, as the case may be, is responsible for the debts of any third party (including any member, general partner, principal or Affiliate of Borrower, or of Operating Lessee, as the case may be, or any member, general partner, principal or Affiliate thereof); (q) fail to 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; (r) intentionally omitted;

(s) fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate; (t) pledge its assets for the benefit of any other Person, and with respect to Borrower, other than with respect to the Loan; (u) fail to maintain a sufficient number of employees in light of its contemplated business operations; (v) (w) intentionally omitted; fail to hold its assets in its own name;

(x) if Borrower or Operating Lessee is a corporation, fail to consider the interests of its creditors in connection with all corporate actions to the extent permitted by Applicable Law; (y) have any of its obligations guaranteed by an Affiliate except any guaranties provided to ground lessors under the Ground Lease;

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(z) (aa) (bb)

intentionally omitted; intentionally omitted; intentionally omitted; or

(cc) fail to 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 other Person. (dd) In the event Borrower or Operating Lessee is a Delaware limited liability company that does not have a managing member which complies with the requirements for a Principal under this Section 4.1.35, the limited liability company agreement of Borrower or Operating Lessee, as the case may be, (the LLC Agreement) shall provide that (A) upon the occurrence of any event that causes the last remaining member of Borrower or Operating Lessee (Member) to cease to be the member of Borrower or Operating Lessee (other than (1) upon an assignment by Member of all of its limited liability company interest in Borrower or Operating Lessee and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (2) the resignation of Member and the admission of an additional member of Borrower in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director of Borrower or Operating Lessee, as the case may be, shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower or Operating Lessee, automatically be admitted to Borrower or Operating Lessee (Special Member) and shall continue Borrower or Operating Lessee without dissolution and (B) Special Member may not resign from Borrower or Operating Lessee or transfer its rights as Special Member unless (1) a successor Special Member has been admitted to Borrower or Operating Lessee, as the case may be, as Special Member in accordance with requirements of Delaware law and (2) such successor Special Member has also accepted its appointment as an Independent Director. The LLC Agreement shall further provide that (v) Special Member shall automatically cease to be a member of Borrower or Operating Lessee upon the admission to Borrower or Operating Lessee, as the case may be, of a substitute Member, (w) Special Member shall be a member of Borrower or Operating Lessee, as the case may be, that has no interest in the profits, losses and capital of Borrower or Operating Lessee and has no right to receive any distributions of Borrower assets, (x) pursuant to Section 18-301 of the Delaware Limited Liability Company Act (the Act), Special Member shall not be required to make any capital contributions to Borrower or Operating Lessee and shall not receive a limited liability company interest in Borrower or Operating Lessee, (y) Special Member, in its capacity as Special Member, may not bind Borrower or Operating Lessee and (z) 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 or Operating Lessee, including, without limitation, the merger, consolidation or conversion of Borrower or Operating Lessee; provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the LLC Agreement. In order to implement the admission to Borrower or Operating Lessee of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower as Special Member, Special Member shall not be a member of Borrower or Operating Lessee.

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Upon the occurrence of any event that causes the Member to cease to be a member of Borrower or Operating Lessee, as the case may be, 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 or Operating Lessee, agree in writing (A) to continue Borrower or Operating Lessee, as the case may be, 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 or Operating Lessee, effective as of the occurrence of the event that terminated the continued membership of Member of Borrower or Operating Lessee in Borrower or Operating Lessee, as the case may be. Any action initiated by or brought against Member or Special Member under any Creditors Rights Laws shall not cause Member or Special Member to cease to be a member of Borrower or Operating Lessee and upon the occurrence of such an event, the business of Borrower and Operating Lessee shall continue without dissolution. The LLC Agreement shall provide that each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower or Operating Lessee 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 or Operating Lessee, as the case may be. 4.1.36. Business Purposes. The Loan is solely for the business purpose of Borrower, and is not for personal, family, household, or agricultural purposes. 4.1.37. Taxes. To Borrowers knowledge, Borrower has filed all federal, State, county, municipal, and city income and other tax returns required to have been filed by it and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. Borrower knows of no basis for any additional assessment in respect of any such taxes and related liabilities for prior years. 4.1.38. Forfeiture. Neither Borrower, nor Operating Lessee nor any other Person in occupancy of or involved with the operation or use of any of the Properties has committed any act or omission affording the federal government or any State or local government the right of forfeiture as against any of the Properties or any part thereof or any monies paid in performance of Borrowers obligations under the Note, this Agreement or the other Loan Documents. Borrower and Operating Lessee each hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. 4.1.39. Intentionally Omitted. 4.1.40. Taxpayer Identification Number. Each Individual Borrowers United States taxpayer identification number is set forth opposite its name on Schedule I hereto.

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4.1.41. OFAC. Borrower and Operating Lessee each represents and warrants that neither Borrower, Operating Lessee, or, to their knowledge, any of their respective Affiliates is a Prohibited Person, and Borrower, Operating Lessee and, to their knowledge, their respective Affiliates are in full compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury. 4.1.42. Ground Lease Representations. (a) Except as a result of the commencement of the Chapter 11 Cases or with respect to the Ground Lease for the Individual Property known as Best Western West Palm Beach, (i) each Ground Lease is in full force and effect and has not been modified or amended in any manner whatsoever, (ii) there are no defaults under any Ground Lease by Borrower, or, to the best of Borrowers knowledge, landlord thereunder, and, to the best of Borrowers knowledge, no event has occurred which but for the passage of time, or notice, or both would constitute a default under such Ground Lease, (iii) all rents, additional rents and other sums due and payable under each Ground Lease have been paid in full, to the extent currently due, and (iv) neither Borrower nor the landlord under each Ground Lease has commenced any action or given or received any notice for the purpose of terminating such Ground Lease. (b) The Ground Leases or a memorandum thereof have been duly recorded, the Ground Leases permits the interest of the lessee thereunder to be encumbered by the applicable Security Instrument (if any), and there has not been any change in the terms of the Ground Leases since their recordation; (c) Except as indicated in the related Title Insurance Policy, Borrowers interest in the Ground Leases are not subject to any Liens superior to, or of equal priority with, the applicable Security Instrument (if any); (d) Borrowers interest in the Ground Leases are assignable upon notice to, but without the consent of, the lessor thereunder, except with respect to the Ground Lease for the Individual Property know as Best Western West Palm Beach which requires the reasonable consent of the ground lessor for any such assignment. In the event that Lender becomes the holder of the lessee interest in the Ground Lease, such interest is further assignable upon notice to, but without the need to obtain the consent of, such lessor, except with respect to the Ground Lease for the Individual Property know as Best Western West Palm Beach which requires the reasonable consent of the ground lessor for any such assignment; (e) The Ground Leases require the lessor thereunder to give notice of any default by Borrower to Lender. The Ground Leases further provide that notice of termination given under the Ground Leases are not effective against Borrower unless a copy of the notice has been delivered to Lender in the manner described in the applicable Ground Lease except with respect to the Ground Lease for the Individual Property known as Best Western West Palm Beach which is silent on the effect of failure to provide Lender with such notice; (f) Lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of Borrower under the Ground Leases) to cure 48

any default under the Ground Leases, which is curable after the receipt of notice of any default before the lessor thereunder may terminate such Ground Lease; (g) Each Ground Lease has a term which extends not less than twenty (20) years beyond the Maturity Date; (h) The Ground Leases require the lessor to enter into a new lease upon termination of the applicable Ground Lease for any reason, including rejection of such Ground Lease in a bankruptcy proceeding except with respect to the Ground Lease for the Individual Property known as (i) Hampton Inn, Woburn, Massachusetts which only provides for a new lease for a non-monetary default since Lender has cure rights for monetary defaults; and (ii) Best Western West Palm Beach which provides for a new lease unless the Ground Lease was terminated for a casualty or condemnation; (i) Under the terms of each Ground Lease and the applicable Loan Documents, taken together, any Net Proceeds will be applied either to the Restoration of all or part of the Properties, with Lender or a trustee appointed by Lender having the right to hold and disburse such Net Proceeds as the Restoration progresses, or to the payment of the outstanding principal balance of the Loan together with any accrued interest thereon; and (j) The Ground Leases do not impose commercially unreasonable restrictions on subletting, except the Ground Lease for the Individual Property known as Best Western West Palm Beach which restricts subletting other than the subletting of one acre for the purpose of creating a restaurant. 4.1.43. Embargoed Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower or Operating Lessee constitute property of, or, to their knowledge, are beneficially owned, directly or indirectly, by any person, entity or government subject to trade restrictions 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 with the result that the investment in Borrower or Operating Lessee, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by Lender is in violation of law (Embargoed Person); (b) no Embargoed Person has any interest of any nature whatsoever in Borrower or Operating Lessee, as applicable, with the result that the investment in Borrower, or Operating Lessee, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower or Operating Lessee, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower, or Operating Lessee, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. 4.1.44. Property Improvement Plans. Each PIP delivered to Lender prior to the Closing Date is a true, complete and correct copy of such PIP. The renovation costs associated with the PIPs are set forth on the PIP Budget. The PIP Budget includes all costs and expenses incurred or

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to be incurred for the complete performance of the Marriott PIP Work and the Other Franchise PIP Work. Section 4.2. Survival of Representations. Borrower and Operating Lessee agree that all of the representations and warranties of Borrower and Operating Lessee set forth in Section 4.1 and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower or Operating Lessee shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf. V. BORROWER AND OPERATING LESSEE COVENANTS Section 5.1. Affirmative Covenants. From the date hereof and until payment and performance in full of all obligations of Borrower (other than any contingent indemnification obligations not yet due and owing) under the Loan Documents or the earlier release of the Liens of all Security Instruments (if any) encumbering the Properties (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower and Operating Lessee each hereby covenants and agrees with Lender that, except as prohibited or excused by the Final Order or otherwise as a result of the Chapter 11 Cases: 5.1.1. Existence; Compliance with Legal Requirements. (a) Each Borrower and Operating Lessee shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, material licenses, permits and franchises, and comply, in all material respects, with all Legal Requirements applicable to it and the Properties. There shall never be committed by Borrower, Operating Lessee or any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any State or local government the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrowers or Operating Lessees obligations under any of the Loan Documents. Borrower and Operating Lessee each hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower and Operating Lessee each shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Properties in good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, all as more fully provided in the Security Instruments (if any). Borrower and Operating Lessee each shall keep the Properties insured at all times by financially sound and reputable insurers, to such extent and against such risks, and maintain liability and such other insurance, as is more fully provided in this Agreement. Borrower and Operating Lessee each shall operate any Individual Property that is the subject of any O&M Program in accordance with the terms and provisions thereof in all material respects.

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(b) After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or any Individual Property or any alleged violation of any Legal Requirement, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted or not otherwise prohibited under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final non-appealable determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower or any Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or, if requested by Lender, an amount equal to one hundred ten percent (110%) of the potential liability being contested, including all interest and penalties payable in connection therewith. Lender may apply any such security or part thereof, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established or any Individual Property (or any part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost. 5.1.2. Taxes and Other Charges. Borrower and Operating Lessee shall pay or cause to be paid all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Properties or any part thereof as the same become due and payable. Borrower and Operating Lessee shall furnish to Lender receipts, or other evidence of the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. Borrower and Operating Lessee shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Properties, and shall promptly pay for all utility services provided to the Properties. After prior written notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all Applicable Laws; (iii) no Individual Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled 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 such contested Taxes or Other Charges from the applicable Individual Property; and (vi) Borrower shall furnish such security as may be required in the proceeding, or, if requested by Lender, an amount equal to one hundred ten percent (110%) of the potential liability being contested, including all interest and penalties payable in connection therewith. Lender may apply such security or part thereof held by Lender at any time when, in the reasonable judgment 51

of Lender, the validity or applicability of such Taxes or Other Charges are established or any Individual Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Security Instrument being primed by any related Lien. 5.1.3. Litigation. Upon acquiring knowledge thereof, each Individual Borrower and Operating Lessee shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened in writing against such Individual Borrower or Operating Lessee which, if resulting in an adverse determination to either such Individual Borrower or Operating Lessee, would reasonably be expected to have a Material Adverse Effect. 5.1.4. Access to Properties. Borrower and Operating Lessee shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof during business hours upon reasonable advance notice. 5.1.5. Notice of Default. Borrower and Operating Lessee shall promptly advise Lender of any Material Adverse Effect, or of the occurrence of any Default or Event of Default of which Borrower or Operating Lessee has knowledge. 5.1.6. Cooperate in Legal Proceedings. Borrower and Operating Lessee shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which could reasonably be expected to adversely affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings. 5.1.7. Award and Insurance Benefits. Borrower and Operating Lessee shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds, subject to Section 6.4, lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any reasonable expenses incurred in connection therewith (including reasonable attorneys fees and disbursements, and the payment by Borrower or Operating Lessee of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Award or Insurance Proceeds. 5.1.8. Further Assurances. Borrower and Operating Lessee shall, at Borrowers and Operating Lessees sole cost and expense:

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(a) furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower and Operating Lessee pursuant to the terms of the Loan Documents or reasonably requested by Lender in connection therewith; (b) execute and deliver to Lender such documents, instruments, certificates, assignments, security interests 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 and Operating Lessee under the Loan Documents, as Lender may reasonably require and the execution and delivery of all such writings necessary to transfer any liquor licenses into the name of Lender or its designee after the commencement of any foreclosure proceedings; and (c) 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. Each Borrower and Operating Lessee signatory hereto hereby authorize Lender to file Uniform Commercial Code financing statements in each jurisdiction and with such filing offices that Lender deems necessary or desirable in order to perfect the security interests in all or any portion of the property granted by such Borrower and/or Operating Lessee to Lender pursuant to any Security Instrument, mortgage, deed of trust or other security agreement, document or instrument. With respect to Borrower and Operating Lessee party hereto, such financing statements may indicate or describe the collateral in any manner Lender so chooses in its sole discretion, including, without limitation, describing such collateral as all assets of debtor, whether now owned or hereafter acquired, all personal property of debtor, whether now owned or hereafter acquired or words of similar import. 5.1.9. Mortgage and Intangible Taxes. Borrower and Operating Lessee shall pay all State, county and municipal recording, mortgage, intangible, and all other taxes imposed upon the execution and recordation of the Security Instruments (if any) and/or upon the execution and delivery of the Note. 5.1.10. Financial Reporting. (a) Each of Borrower and Operating Lessee will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and Operating Lessee and all items of income and expense in connection with the operation on an individual basis of the Properties. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine and audit such books, records and accounts at the office of Borrower, Operating Lessee or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire in an effort to, among other things, confirm Borrowers compliance with the PIP Budget and the Cycle Renovations Budget

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and the terms and provisions of this Agreement (including, without limitation, in order to verify that funds disbursed from the Controlled Disbursement Account are being used in accordance with the PIP Budget and the Cycle Renovations Budget); provided, however, that, to the extent that the Termination Date shall not have occurred and no Event of Default (or event which would constitute an Event of Default or cause the Termination Date to occur with the giving of notice or lapse of time) shall have occurred and be continuing, any such inspections and audits shall be conducted only if Lender deems it reasonably necessary. After the occurrence of an Event of Default, Borrower and Operating Lessee shall pay any costs and expenses incurred by Lender to examine Borrowers and Operating Lessees, respectively, accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lenders interest. (b) Borrower will furnish to Lender annually, within ninety (90) days following the end of each Fiscal Year a complete copy of Innkeepers consolidated unaudited annual financial statements. These financial statements will include a supplemental consolidating schedule or note to the financial statements presenting a combined income statement and balance sheet for such Fiscal Year for each of the Individual Properties for each Individual Borrower and a combined income statement and balance sheet for all other properties and non-property specific items directly or indirectly owned by Innkeepers. Innkeepers consolidated annual financial statements shall indicate that the Borrowers are separate legal entities from their parent and Affiliates and indicate that Borrowers assets and liabilities are not available to satisfy the debts and other obligations of such Affiliates or any other Person, other than as expressly provided in the Loan Documents. In addition to providing Innkeepers consolidated annual financial statements to Lender, Borrower shall simultaneously provide to Lender the following unaudited items: (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior Fiscal Year; (ii) a certificate executed by a Responsible Officer or other appropriate officer of Innkeepers, stating that each such consolidated annual financial statement presents fairly the financial condition and the results of operations of Innkeepers and Borrower and the Properties being reported upon and has been prepared in accordance with GAAP; (iii) a list of tenants, if any, occupying more than twenty (20%) percent of the total floor area of the Improvements at each Individual Property; (iv) an annual occupancy report for such year, including the average daily room rate for such year for each Individual Property; and (v) a schedule certified by a Responsible Officer which includes amounts representing annual Net Operating Income, Gross Income from Operations, Operating Expenses and consolidated Net Cash Flow, in addition to a schedule reconciling Net Operating Income to Net Cash Flow (the Net Cash Flow Schedule), which shall itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow. Together with Innkeepers annual financial statements, Borrower shall furnish to Lender an Officers Certificate certifying as of the date thereof whether there exists an event or circumstance which constitutes a Default or Event of Default under the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same. (c) Borrower will furnish, or cause to be furnished, to Lender on or before forty-five (45) days after the end of each calendar quarter the following items, accompanied by a certificate of a Responsible Officer or other appropriate officer of Borrower, stating that such items are true, correct, accurate, and complete and fairly present the financial condition and 54

results of the operations of Borrower and the Properties (subject to normal year-end adjustments): (i) a report of occupancy for the subject quarter including an average daily rate, and any and all franchise inspection reports received by Borrower during the subject quarter accompanied by an Officers Certificate with respect thereto; (ii) quarterly and year-to-date operating statements (including Capital Expenditures) prepared for each calendar quarter, noting Net Operating Income, Gross Income from Operations, and Operating Expenses, and other information necessary and sufficient to fairly represent the financial position and results of operation of the Properties during such calendar quarter, and containing a comparison of budgeted income and expenses and the actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such periods, all in form satisfactory to Lender; (iii) [intentionally omitted]; (iv) a Net Cash Flow Schedule; (v) Quality Assurance Reports and guest satisfaction reports for each Individual Property; (vi) Smith Travel STAR Reports for each Individual Property for the applicable calendar quarter; and (vii) any other statements or reports required to be delivered to Borrower during such calendar quarter pursuant to any Management Agreement. In addition, such certificate shall also be accompanied by a certificate of a Responsible Officer or other appropriate officer of Borrower stating that the representations and warranties of Borrower set forth in Section 4.1.35 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days. (d) Borrower will furnish to Lender all financial information required to be delivered to Lender and its Affiliates pursuant to the Cash Collateral Orders (or if the Cash Collateral Order have been terminated, such information as Lender and its Affiliates would be entitled to receive under the Cash Collateral Orders if such Cash Collateral Orders were still in effect) and all financial information set forth on Schedule XVI hereto within the time frames set forth on Schedule XVI hereto. (e) Borrower shall furnish to Lender, within ten (10) Business Days after request such further detailed information with respect to the operation of the Properties and the financial affairs of Borrower as may be requested by Lender. (f) Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form and (ii) if requested by Lender and within the capabilities of Borrowers data systems without change or modification thereto, in electronic form and prepared using a Microsoft Word for Windows or WordPerfect for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). (g) Borrower agrees that Lender may forward to each purchaser, transferee, assignee, servicer, participant, Co-Lender or investor in all or any portion of the Loan (collectively, the Investor), all documents and information which Lender now has or may hereafter acquire relating to the Debt and to Borrower, Operating Lessee and the Properties, whether furnished by Borrower, Operating Lessee or otherwise, as Lender determines necessary or desirable. (h) If requested by Lender, Borrower shall provide Lender, promptly upon request, a list of tenants (including all affiliates of such tenants) that in the aggregate (1) occupy 10% or more (but less than 20%) of the total floor area of the improvements or represent 10% or more

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(but less than 20%) of aggregate base rent, and (2) occupy 20% or more of the total floor area of the improvements or represent 20% or more of aggregate base rent. 5.1.11. Business and Operations. Borrower and Operating Lessee each will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. The Property shall be used only for hotels and any ancillary uses relating thereto, and for no other uses without the prior written consent of Lender, which consent may be withheld in Lenders sole and absolute discretion. Borrower and Operating Lessee each will remain in good standing under the laws of each jurisdiction to the extent required for the ownership, maintenance, management and operation of the Properties. 5.1.12. Costs of Enforcement. In the event (a) that any Security Instrument encumbering any Individual Property is foreclosed in whole or in part or that any such Security Instrument is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to any Security Instrument encumbering any Individual Property in which proceeding Lender is made a party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or Operating Lessee or any of their constituent Persons or an assignment by Borrower or Operating Lessee or any of their constituent Persons for the benefit of its creditors, Borrower, Operating Lessee, and their successors or assigns, shall be chargeable with and agrees to pay all reasonable and documented out-of-pocket costs of collection and defense, including reasonable and documented attorneys fees and costs, incurred by Lender, Borrower or Operating Lessee, as the case may be, in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, together with all required service or use taxes. 5.1.13. Estoppel Statement. (a) After request by Lender, Borrower shall within fifteen (15) days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the Applicable Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt of which Borrower has knowledge, and (vi) that the Note, this Agreement, the Security Instruments (if any) and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification. (b) Borrower shall use commercially reasonable efforts to deliver to Lender upon request, tenant estoppel certificates from each commercial tenant leasing space at the Properties in form and substance satisfactory to Lender. (c) Subject to all estoppel terms (if any) within each Ground Lease, Borrower shall, promptly upon request of Lender, use commercially reasonable efforts to deliver an estoppel certificate from Ground Lessor stating that, to Ground Lessors knowledge, except as a result of the commencement of the Chapter 11 Cases, (i) the Ground Lease is in full force and effect and 56

has not been modified, amended or assigned, (ii) neither Ground Lessor nor Borrower is in default under any of the terms, covenants or provisions of the Ground Lease and the Ground Lessor know of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Ground Lease, (iii) neither the Ground Lessor nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Ground Lease and (iv) all sums due and payable to Ground Lessor under the Ground Lease have been paid in full to the extent then due. (d) Subject to all estoppel terms (if any) within each applicable Franchise Agreement, Borrower and/or Operating Lessee shall, promptly upon request of Lender, use commercially reasonable efforts to deliver an estoppel certificate from Franchisor stating that, to Franchisors knowledge, except as a result of the commencement of the Chapter 11 Cases, (i) the Franchise Agreement is in full force and effect and has not been modified, amended or assigned, (ii) neither Franchisor nor Operating Lessee is in default under any of the terms, covenants or provisions of the Franchise Agreement and Franchisor knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Franchise Agreement, (iii) neither Franchisor nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating the Franchise Agreement and (iv) all sums due and payable to Franchisor under the Franchise Agreement have been paid in full to the extent then due. 5.1.14. Loan Proceeds. Borrower shall use the proceeds of the Loan received by it on the Closing Date only for the purposes set forth in Section 2.1.4 hereof. 5.1.15. Performance by Borrower. Borrower and Operating Lessee each shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by, or applicable to, Borrower or Operating Lessee, as the case may be, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by, or applicable to, Borrower or Operating Lessee without the prior written consent of Lender. 5.1.16. Confirmation of Representations. Borrower and Operating Lessee each shall deliver, in connection with any Syndication, (a) one or more Officers Certificates certifying to the knowledge of the Responsible Officer providing the certificate as to the accuracy of all representations made by Borrower and Operating Lessee in the Loan Documents as of the date of the closing of such Syndication in all relevant jurisdictions, or listing in detail any exceptions to such representations that are no longer accurate, and (b) certificates of the relevant Governmental Authorities in all relevant jurisdictions indicating the good standing and qualification of Borrower and Operating Lessee as of the date of the closing of such Syndication. 5.1.17. Leasing Matters.

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(a) With respect to any Individual Property, Operating Lessee may enter into a proposed Lease (including the renewal or extension of an existing Lease (a Renewal Lease)) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease is executed by Operating Lessee (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute such rent, is provided for in the original Lease), and does not have rent credits, free rents or similar terms in excess of market conditions, (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not have a material adverse effect on the value or quality of the applicable Individual Property, (iv) is subject and subordinate to the related Security Instrument and the lessee thereunder agrees to attorn to Lender, (v) [intentionally omitted], (vi) does not option, offer or grant a similar right of the tenant thereunder to acquire any portion of the Property, and (vii) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 5.1.17(a) shall be subject to the prior approval of Lender. At Lenders request, Borrower and/or Operating Lessee shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this Subsection together with Operating Lessees certification that it has satisfied all of the conditions of this Section. (b) Operating Lessee (i) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of any of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default or other material matters which Operating Lessee shall send or receive with respect to the Leases; (iii) shall enforce all of the material terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed (except for termination of a Major Lease which shall require Lenders prior written approval); (iv) shall not collect any of the Rents more than one (1) month in advance (except Security Deposits shall not be deemed Rents collected in advance); (v) shall not execute any other assignment of the lessors interest in any of the Leases or the Rents; and (vi) shall not consent to any assignment of or subletting under any Leases not in accordance with their terms, without the prior written consent of Lender. (c) Operating Lessee may, without the consent of Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (including any guaranty, letter of credit or other credit support with respect thereto) provided that such Lease is not a Major Lease and that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a material adverse effect on the value of the applicable Individual Property taken as a whole, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement and any lease subordination agreement binding upon Lender with respect to such Lease. A termination of a Lease (other than a Major Lease) with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a material adverse effect on the value of the applicable Individual Property taken as a whole. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Subsection shall be subject to the prior written approval of Lender. At Lenders request, Borrower and/or Operating Lessee 58

shall promptly deliver to Lender copies of all Leases, amendments, modifications and waivers which are entered into pursuant to this Section 5.1.17(c) together with Operating Lessees certification that it has satisfied all of the conditions of this Section 5.1.17(c). (d) Notwithstanding anything contained herein to the contrary, with respect to any Individual Property, Operating Lessee shall not, without the prior written consent of Lender, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease or any instrument guaranteeing or providing credit support for any Major Lease. (e) At all times when an Operating Lease is in effect with respect to an Individual Property, Operating Lessee (and not Borrower) shall be the sole party entitled to lease all or any portion of the Individual Property, and Borrower shall cause Operating Lessee to comply with the terms of this Section 5.1.17 with respect to such Individual Property. In the event that an Operating Lease is not in effect with respect to an Individual Property, Borrower shall be the sole party entitled to lease all or any portion of the Individual Property and in doing so shall comply with all obligations of Operating Lessee under this Section 5.1.17 with respect to such Individual Property. 5.1.18. Management Agreement. (a) The Improvements on the Properties are operated under the terms and conditions of the Management Agreement. In no event shall the base management fees under any Management Agreement exceed three percent (3.0%) of the gross income derived from the Property. All base management fees and any performance-based incentive management fees under any Management Agreement shall be subordinated to the Loan and all payments to be made in connection with the Loan. Borrower shall use commercially reasonable efforts to obtain and deliver to Lender on or before thirty (30) days following the Closing Date (or such later date as may be agreed to by Lender in its reasonable discretion) an assignment of management agreement executed by Manager, Operating Lessee and Borrower substantially in the form of that certain Conditional Assignment of Management Agreement attached hereto as Exhibit B (the Assignment of Management Agreement). Operating Lessee shall (i) diligently perform and observe all of the material terms, covenants and conditions of each Management Agreement, on the part of Operating Lessee to be performed and observed and (ii) promptly notify Lender of the giving of any notice by any Manager to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of the applicable Management Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice. Operating Lessee shall not surrender any Management Agreement, consent to the assignment by any Manager of its respective interest under the applicable Management Agreement, or terminate or cancel any Management Agreement, or modify, change, supplement, alter or amend any Management Agreement, in any material respect, either orally or in writing in each case without the consent of Lender. Operating Lessee hereby assigns to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of Operating Lessee to surrender any Management Agreement, or to terminate, cancel, modify, change, supplement, alter or amend any Management Agreement, in any material respect, and any such surrender of any

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Management Agreement, or termination, cancellation, modification, change, supplement, alteration or amendment of any Management Agreement, without the prior consent of Lender shall be void and of no force and effect. If Operating Lessee shall default in the performance or observance of any material term, covenant or condition of any Management Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee 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 the terms, covenants and conditions of the applicable Management Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the applicable Individual Property at any time and from time to time for the purpose of taking any such action. If any Manager shall deliver to Lender a copy of any notice sent to Operating Lessee of default under any Management Agreement, 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. Operating Lessee shall not, and shall not permit any Manager to, sub-contract any or all of its respective management responsibilities under any Management Agreement to a third-party without the prior written consent of Lender. Operating Lessee shall, from time to time, use commercially reasonable efforts to obtain from each Manager such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the applicable Management Agreement as may be requested by Lender. Any sums expended by Lender pursuant to this paragraph (i) shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, (ii) shall be deemed to constitute a portion of the Debt, (iii) shall be secured by the lien of the Security Instruments (if any) and the other Loan Documents and (iv) shall be immediately due and payable upon demand by Lender therefor. (b) Without limitation of the foregoing, Operating Lessee, upon the request of Lender, shall terminate the applicable Management Agreement and replace the applicable Manager, without penalty or fee, if at any time during the Loan: (a) such Manager shall become insolvent or a debtor in any bankruptcy or insolvency proceeding, (b) there exists an Event of Default or (c) there exists a default by such Manager under the applicable Management Agreement that continues beyond any applicable notice and cure periods thereunder. At such time as such Manager may be removed, a Qualified Manager shall assume management of the applicable Individual Property pursuant to a Replacement Management Agreement. (c) At all times when Operating Lessee is a party to any Management Agreement with respect to any Individual Property, Borrower shall cause Operating Lessee to comply with the terms of this Section 5.1.18 with respect to such Individual Property. In the event that Borrower is a party to any Management Agreement with respect to any Individual Property, Borrower shall comply with all obligations of Operating Lessee under this Section 5.1.18 with respect to such Individual Property. 5.1.19. Intentionally Omitted. 5.1.20. Alterations.

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Except with respect to the Marriott PIP Work, the Other Franchise PIP Work and the Cycle Renovations, Borrower shall obtain Lenders prior written consent to any alterations to any Improvements. Except with respect to the Marriott PIP Work, the Other Franchise PIP Work and the Cycle Renovations, if the total unpaid amounts with respect to alterations to the Improvements shall at any time exceed Two Million and 00/100 Dollars ($2,000,000) with respect to any Individual Property or two percent (2%) of the then outstanding principal amount of the Loan with respect to all of the Individual Properties, in the aggregate (the Threshold Amount), Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrowers obligations under the Loan Documents any of the following: (A) intentionally omitted, (B) Cash, (C) U.S. Obligations, (D) other securities having a rating acceptable to Lender, or (E) a completion bond or Letter of Credit issued by a financial institution having a rating acceptable to Lender. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and applied from time to time at the option of Lender to pay for such alterations or to terminate any of the alterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property. 5.1.21. Required Capital Improvements. Borrower shall complete all Required Capital Improvements on or prior to the deadline for each line item of PIP and Cycle Renovation in accordance with the terms of this Agreement, the PIP Budget, the Adequate Assurance Agreement and the Cycle Renovations Budget, as applicable. Nothing in this Agreement shall prohibit Borrower from using the equity funds of Innkeepers, from sources other than the Properties, to complete the Required Capital Improvements; provided, that, (i) Borrower shall deliver to Lender prior written notice of the source, amount and Borrowers anticipated use of such equity funds and (ii) such completion of the Required Capital Improvements shall be in accordance with the terms of this Agreement, the PIP Budget, the Adequate Assurance Agreement and the Cycle Renovations Budget, as applicable. It shall be an Event of Default under this Agreement if Borrower does not complete the Required Capital Improvements at each Individual Property by the required deadline for each repair as set forth in this Section 5.1.21, in each case subject to Force Majeure delays. 5.1.22. Operating Lease. (a) Each Borrower and Operating Lessee shall (i) promptly perform and observe all of the material covenants required to be performed and observed by it under the Operating Leases and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under any Operating Lease of which it is aware; (iii) promptly deliver to Lender a copy of any notice of default or other material notice under any Operating Lease delivered to any Operating Lessee by Borrower or to any Borrower by Operating Lessee; (iv) promptly give notice to Lender of any notice or information that Borrower receives which indicates that an Operating Lessee is terminating its Operating Lease or that any Operating Lessee is otherwise discontinuing its operation of the applicable Individual Property; and (v) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the Operating Lessee and Borrower under the applicable Operating Lease.

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(b)

Intentionally Omitted.

(c) Neither Borrower nor Operating Lessee shall, without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed: (i) surrender, terminate or cancel any Operating Lease or otherwise replace any Operating Lessee or enter into any other operating lease with respect to any Individual Property, provided, however, at the end of the term of each Operating Lease, the applicable Borrower may renew such Operating Lease or enter into a replacement Operating Lease with Operating Lessee on substantially the same terms as the expiring Operating Lease except that Lender shall have the right to approve any material change thereto; (ii) reduce or consent to the reduction of the term of any Operating Lease; or (iii) enter into, renew, amend, modify, waive any provisions of, reduce Rents under, or shorten the term of any Operating Lease. 5.1.23. Franchise Agreements. (a) The Improvements on the Properties shall be operated under the terms and conditions of the Franchise Agreements. Operating Lessee shall (i) pay all sums required to be paid by Operating Lessee under the Franchise Agreements, (ii) diligently perform, observe and enforce all of the material terms, covenants and conditions of the Franchise Agreements on the part of Operating Lessee to be performed, observed and enforced, (iii) promptly notify Lender of the giving of any notice to Operating Lessee of any default by Operating Lessee in the performance or observance of any of the material terms, covenants or conditions of any Franchise Agreement on the part of Operating Lessee to be performed and observed and deliver to Lender a true copy of each such notice, and (iv) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditure plan and estimate received by it under any Franchise Agreement. Operating Lessee shall not, without the prior consent of Lender (which consent shall not be unreasonably withheld or delayed), surrender any Franchise Agreement or terminate or cancel any Franchise Agreement or modify, change, supplement, alter or amend any Franchise Agreement either orally or in writing. Operating Lessee and Borrower each hereby assign to Lender as further security for the payment of the Debt and for the performance and observance of the terms, covenants and conditions of this Agreement, all the rights, privileges and prerogatives of either to surrender the Franchise Agreements or to terminate, cancel, materially modify, change, supplement, alter or amend the Franchise Agreements in any respect, and any such surrender of any Franchise Agreement or termination, cancellation, material modification, change, supplement, alteration or amendment of any Franchise Agreement without the prior consent of Lender shall be void and of no force and effect. If Operating Lessee or Borrower shall default in the performance or observance of any material term, covenant or condition of any Franchise Agreement on the part of Operating Lessee to be performed or observed, then, without limiting the generality of the other provisions of this Agreement, and without waiving or releasing Borrower or Operating Lessee 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 the terms, covenants and conditions of the Franchise Agreement on the part of Operating Lessee to be performed or observed to be promptly performed or observed on behalf of Operating Lessee. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. If a Franchisor shall deliver to Lender a copy of any notice sent to Operating Lessee or Borrower of

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default under a Franchise Agreement, 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. Operating Lessee shall, from time to time, use its best efforts to obtain from each Franchisor such certificates of estoppel with respect to compliance by Operating Lessee with the terms of the applicable Franchise Agreement as may be requested by Lender. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the lien of the Security Instruments (if any) and the other Loan Documents and shall be immediately due and payable upon demand by Lender therefor. (b) At all times when Operating Lessee is the party entitled to the benefits of (and is primarily responsible for the performance of the obligations under) each Franchise Agreement, Borrower shall cause Operating Lessee to comply with the terms of this Section 5.1.23 with respect to such Franchise Agreement. In the event that Borrower is a party to any Franchise Agreement (or obligated under any related agreement), Borrower shall comply with all obligations of Operating Lessee under this Section 5.1.23 with respect to such Franchise Agreement as if Borrower were Operating Lessee. Additionally, Borrower shall perform any and all obligations of Borrower under the Franchise Agreement in the same manner as required of Operating Lessee under this Section 5.1.23 and each of Borrower and Operating Lessee shall cause any other Borrower Affiliate which is a party to any Franchise Agreement to so perform its obligations under the applicable Franchise Agreement. 5.1.24. The Ground Leases. With respect to each Ground Lease, (a) Except with respect to the Individual Property known as the Best Western West Palm Beach, 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 each Ground Lease, (ii) diligently perform and observe all of the material terms, covenants and conditions of each Ground Lease on the part of Borrower, as tenant thereunder, (iii) promptly notify Lender of the giving of any notice by the Fee Owner under the applicable Ground Lease to Borrower of any default by Borrower, as tenant thereunder, 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 Fee Owner under the applicable Ground Lease or of any notice thereof, and deliver to Lender a true copy of such notice within five (5) Business Days of Borrowers receipt, together with copies of all notices, pleadings, schedules and similar matters received by Borrower in connection with such bankruptcy, reorganization or insolvency within five (5) Business Days after receipt. Borrower shall not, without the prior consent of Lender, (x) surrender the leasehold estate created by the applicable Ground Lease or terminate or cancel any Ground Lease or modify, change, supplement, alter or amend any Ground Lease, either orally or in writing, or (y) consent to, acquiesce in, or fail to object to, any attempt by any Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate with respect to any Ground Lease free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. Borrower shall object to any such attempt by such Fee Owner, as debtor in possession or by a trustee for such Fee Owner, to sell or transfer the Fee Estate free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise, and in

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such event shall affirmatively assert and pursue its right to adequate protection under section 363(e) of the Bankruptcy Code. Borrower hereby consents to Lenders exercise of all of its rights under Section 363 of the Bankruptcy Code to consent or object to any sale or transfer of such Fee Estate free and clear of the Ground Lease, and grants to Lender the right to object to any such sale or transfer on behalf of Borrower, and Borrower shall not contest any pleadings, motions documents or other actions filed or taken on Lenders or Borrowers behalf by Lender in the event that the Owner, as debtor in possession or by a trustee for such Fee Owner, attempts to sell or transfer the Fee Estate free and clear of the Ground Lease under section 363(f) of the Bankruptcy Code or otherwise. (b) If Borrower shall default in the performance or observance of any term, covenant or condition of any 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, 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 such 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 such Ground Lease shall be kept unimpaired and free from default. If the landlord under the applicable Ground Lease shall deliver to Lender a copy of any notice of default under such 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 each 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, provided, that Lender shall only exercise such power of attorney during the continuance of an Event of Default. (c) Subleases. Notwithstanding anything contained in any Ground Lease to the contrary, Borrower shall not further sublet any portion of the related Individual Property (other than as permitted pursuant to Section 5.1.17 hereof) without prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed. Each sublease hereafter made shall provide that, (a) in the event of the termination of the Ground Lease, the sublease shall not terminate or be terminable by the lessee thereunder; (b) in the event of any action for the foreclosure of the Security Instrument with respect to the related Individual Property, 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 (c) 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 related Individual Property on such foreclosure, as the case may be. In the event that any portion of such Individual Property shall be sublet pursuant to the terms of this subsection, such sublease shall be deemed to be included in the Individual Property. 5.1.25. OFAC.

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At all times throughout the term of the Loan, Borrower and Operating Lessee and their respective Affiliates shall be in full compliance with all applicable orders, rules, regulations and recommendations of The Office of Foreign Assets Control of the U.S. Department of the Treasury. 5.1.26. O&M Program. Borrower and Operating Lessee each covenants and agrees to implement and follow the terms and conditions of the O&M Program for each applicable Property during the term of the Loan, including any extension or renewal thereof. Lenders requirement that Borrower comply with the O&M Program shall not be deemed to constitute a waiver or modification of any of Borrowers covenants and agreements with respect to Hazardous Materials or Environmental Laws 5.1.27. Miscellaneous Reports and Bankruptcy Court Filings. Promptly following delivery or service thereof, Borrower shall provide Lender with copies of all monthly reports, projections, or other information respecting Borrower or the Property or financial condition or prospects of Borrower or the Property as well as all pleadings, motions, applications and judicial information filed by or on behalf of Borrower with the Bankruptcy Court or provided by or to the U.S. Trustee (or any monitor or interim receiver, if any, appointed in the Chapter 11 Cases) or the Committee. 5.1.28. Franchisor Comfort Letters. Borrower shall use commercially reasonable efforts to deliver to Lender so-called comfort letters in form and substance reasonably acceptable to Lender from Franchisors (which comfort letters shall provide, among other things, that such Franchisors will recognize the performance by Lender of the obligations of Borrower under the applicable Franchise Agreement, including completion of the Marriott PIP Work, the Other Franchise PIP Work and the Cycle Renovations, and that such Franchisors will otherwise accept the cure by DIP Lender of defaults by the Borrower thereunder). Section 5.2. Negative Covenants. From the date hereof until payment and performance in full of all obligations of Borrower and Operating Lessee under the Loan Documents (other than any contingent indemnification obligations not yet due and owing) or the earlier release of the Liens of all Security Instruments (if any) encumbering the Properties in accordance with the terms of this Agreement and the other Loan Documents, Borrower and Operating Lessee each covenants and agrees with Lender that it will not do, directly or indirectly, any of the following except to the extent otherwise permitted by or required in connection with the Final Order or the Chapter 11 Cases: 5.2.1. Liens. Neither Borrower nor Operating Lessee shall create, incur, assume or suffer to exist any Lien on any portion of any Individual Property or permit any such action to be taken, except for the Permitted Encumbrances. 5.2.2. Dissolution.

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Neither Borrower nor Operating Lessee shall (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower or Operating Lessee except to the extent expressly permitted by the Loan Documents, or (c) except as expressly permitted under the Loan Documents, modify, amend, waive or terminate its organizational documents or its qualification and good standing in any jurisdiction; provided, that, Borrower and Operating Lessee may sell personal property in connection with the Marriott PIP Work or the Other Franchise PIP Work or otherwise in the ordinary course of business. 5.2.3. Change In Business. Neither Borrower nor Operating Lessee shall enter into any line of business other than the ownership, acquisition, development, operation, leasing and management of the Properties (including providing services in connection therewith), or make any material change in the scope or nature of its business objectives, purposes or operations or undertake or participate in activities other than the continuance of its present business. 5.2.4. Debt Cancellation. Neither Borrower nor Operating Lessee shall cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Borrower or Operating Lessee by any Person, except for adequate consideration and in the ordinary course of Borrowers or Operating Lessees business. 5.2.5. Zoning. Neither Borrower nor Operating Lessee shall initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non-conforming use under any zoning ordinance or any other Applicable Law, without the prior written consent of Lender. 5.2.6. No Joint Assessment. Neither Borrower nor Operating Lessee shall suffer, permit or initiate the joint assessment of any Individual Property with (a) any other real property constituting a tax lot separate from such Individual Property, or (b) any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the Lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such Individual Property. 5.2.7. Name, Identity, Structure, or Principal Place of Business. Neither Borrower nor Operating Lessee shall change its name, identity (including its trade name or names), or principal place of business, with respect to Borrower, as set forth in the introductory paragraph of this Agreement, without, in each case, first giving Lender thirty (30) days prior written notice. Neither Borrower nor Operating Lessee shall change its corporate, 66

partnership or other structure, or the place of its organization as set forth in Section 4.1.34, without, in each case, the consent of Lender. 5.2.8. ERISA. (a) During the term of the Loan or of any obligation or right hereunder, neither Borrower nor Operating Lessee shall be a Plan and none of the assets of Borrower or Operating Lessee shall constitute Plan Assets. (b) Borrower and Operating Lessee each further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its sole discretion, and represents and covenants that (A) Borrower and Operating Lessee each is not and does not maintain an employee benefit plan as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a governmental plan within the meaning of Section 3(32) of ERISA; (B) Borrower and Operating Lessee each is not subject to State statutes regulating investments and fiduciary obligations, in each case with respect to governmental plans; and (C) one or more of the following circumstances is true: (i) Equity interests in Borrower and Operating Lessee are publicly offered securities, within the meaning of 29 C.F.R. 2510.3-101(b)(2); (ii) None of the assets of Borrower or Operating Lessee are, by virtue of the application of 29 C.F.R. 2510.3 101(f) as modified by section 3(42) of ERISA, regarded as assets of any Plan; or (iii) Borrower and Operating Lessee each qualifies as an operating company or a real estate operating company within the meaning of 29 C.F.R. 2510.3-101(c) or (e). 5.2.9. Affiliate Transactions. Other than with regard to the Operating Leases or as otherwise approved by the Bankruptcy Court, neither Borrower nor Operating Lessee shall enter into, or be a party to, any transaction with an Affiliate of Borrower, Operating Lessee or any of the partners or members of Borrower, Operating Lessee except in the ordinary course of business and on terms which are no less favorable to Borrower or Operating Lessee than would be obtained in a comparable arms-length transaction with an unrelated third party. 5.2.10. Transfers. (a) Borrower shall not sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property or any part thereof or any legal or beneficial interest therein or permit a Sale or Pledge of an interest in any Restricted Party (collectively, a Transfer), other than pursuant to Leases of space in the Improvements to tenants in accordance with the provisions of Section 5.1.17 hereof or pursuant to the terms and conditions of Section 5.2.2 hereof without the prior written consent of Lender. 67

(b) A Transfer shall include, but not be limited to: (i) an installment sales agreement wherein Borrower agrees to sell one or more Individual Properties or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of any Individual Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrowers right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporations stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such general partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non-managing membership interests; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; or (vii) the removal or the resignation of the managing agent (including, without limitation, an Affiliated Manager) other than in accordance with Section 5.1.18 hereof. (c) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon a Transfer in violation of this Section 5.2.10. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer. Notwithstanding anything to the contrary contained in this Section 5.2.10, (a) no transfer (whether or not such transfer shall constitute a Transfer) shall be made to any Prohibited Person, and (b) in the event any transfer (whether or not such transfer shall constitute a Transfer) results in any Person and its Affiliates owning in excess of ten percent (10%) of the ownership interest in a Restricted Party Borrower shall provide to Lender, not less than thirty (30) days prior to such transfer, the name and identity of each proposed transferee, together with the names of its controlling principals, the social security number or employee identification number of such transferee and controlling principals, and such transferees and controlling principals home address or principal place of business, and home or business telephone number. 5.2.11. Prepetition Payments. Borrower shall not make (i) any Prepetition payments or other payments on account of any creditors Prepetition unsecured claims, (ii) payments on account of claims or expenses arising under section 503(b)(9) of the Bankruptcy Code, or (iii) payments under any management incentive plan or on account of claims or expenses arising under Section 503(c) of the Bankruptcy Code from proceeds of the Loan, except in each case in amounts and on terms and conditions that (a) are approved by order of the Bankruptcy Court and (b) otherwise acceptable to Lender in Lenders reasonable discretion (except to the extent such payment is pursuant to the Cash Collateral Orders).

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5.2.12. Prepetition Indebtedness. Borrower shall make all payments on account of the Existing Loan or any other prepetition indebtedness of Borrower as set forth in the Cash Collateral Orders. 5.2.13. Cycle Renovations; Adequate Assurance Agreement. Borrower shall not, without the prior written consent of Lender, modify, change, supplement, alter or amend any Cycle Renovation or the Adequate Assurance Agreement, either orally or in writing; provided, however, that the Adequate Assurance Agreement may be extended for a period not to exceed sixty (60) days without the prior written consent of Lender provided that the Adequate Assurance Agreement is not otherwise modified in connection with such extension. 5.2.14. PIPs. Borrower shall not, without the prior consent of Lender, such consent not to be unreasonably withheld or delayed, modify, change, supplement, alter or amend any PIP, either orally or in writing. If Borrower shall default in the performance or observance of any material term, covenant or condition of any PIP, then, without limiting the generality of the other provisions of this Agreement, 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 the terms, covenants and conditions of the PIP to be performed or observed to be promptly performed or observed. Lender and any Person designated by Lender shall have, and are hereby granted, the right to enter upon the Properties at any time and from time to time for the purpose of taking any such action. Any sums expended by Lender pursuant to this paragraph shall bear interest at the Default Rate from the date such cost is incurred to the date of payment to Lender, shall be deemed to constitute a portion of the Debt, shall be secured by the Liens pursuant to this Agreement, the Final Order and any Security Instrument (if applicable) and shall be immediately due and payable upon demand by Lender therefor. VI. INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS

Section 6.1. Insurance. (a) Borrower shall obtain and maintain, or cause to be maintained, Policies for Borrower and the Properties providing at least the following coverages: (i) comprehensive all risk insurance, including the peril of wind (named storms) on the Improvements and the Personal Property, in each case (A) in an amount equal to 100% of the Full Replacement Cost, which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions; (C) providing for no deductible in excess of $25,000; and (D) providing coverage for contingent liability from Operation of Building Laws, Demolition Costs and Increased Cost of Construction Endorsements together with an Ordinance or Law Coverage or Enforcement endorsement if any of the Improvements or the use of each Individual Property shall at any time constitute legal non-conforming structures or uses. The Full Replacement Cost shall be redetermined from time to time (but not more frequently than once in any twenty-four (24) calendar

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months) at the request of Lender by an appraiser or contractor designated and paid by Borrower and approved by Lender, or by an engineer or appraiser in the regular employ of the insurer. After the first appraisal, additional appraisals may be based on construction cost indices customarily employed in the trade. No omission on the part of Lender to request any such ascertainment shall relieve Borrower of any of its obligations under this Subsection; (ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about each Individual Property, including Dram Shop or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at the Individual Property, such insurance (A) to be on the so-called occurrence form with a combined single limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an if any basis; (3) independent contractors; (4) blanket contractual liability for all written and oral contracts; and (5) contractual liability covering the indemnities contained in Article 10 of the Security Instruments (if any) to the extent the same is available; (iii) business interruption/loss of rents insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in Section 6.1(a)(i); (C) in an amount equal to 100% of the projected gross income from each Individual Property (on an actual loss sustained basis) for a period continuing until the Restoration of the Individual Property is completed; the amount of such business interruption/loss of rents insurance shall be determined prior to the Closing Date and at least once each year thereafter based on the greatest of: (x) Borrowers reasonable estimate of the gross income from each Individual Property and (y) the highest gross income received during the term of the Note for any full calendar year prior to the date the amount of such insurance is being determined, in each case for the succeeding twenty four (24) month period and (D) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and the Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the applicable Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; All insurance proceeds payable to Lender pursuant to this Section 6.1(a)(iii) shall be held by Lender and shall be applied to the obligations secured hereunder from time to time due and payable hereunder and under the Note and this Agreement; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured hereunder on the respective dates of payment provided for in the Note and this Agreement except to the extent such amounts are actually paid out of the proceeds of such business interruption/loss of rents insurance. (iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements (A) owners contingent or protective

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liability insurance covering claims not covered by or under the terms or provisions of the insurance provided for in Section 6.1(a)(ii); and (B) the insurance provided for in Section 6.1(a)(i) shall be written in a so-called builders risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 6.1(a)(i), (3) shall include permission to occupy each Individual Property, and (4) shall contain an agreed amount endorsement waiving co-insurance provisions; (v) workers compensation, subject to the statutory limits of the State in which each Individual Property is located, and employers liability insurance with a limit of at least $1,000,000.00 per accident and per disease per employee, and $1,000,000.00 for disease aggregate in respect of any work or operations on or about each Individual Property, or in connection with such Individual Property or its operation (if applicable); (vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under Section 6.1(a)(i); (vii) if any portion of the Improvements is at any time located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, or any successor law (the Flood Insurance Acts), flood hazard insurance of the following types and in the following amounts (A) coverage under Policies issued pursuant to the Flood Insurance Acts (the Flood Insurance Policies) in an amount equal to the maximum limit of coverage available for the applicable Individual Property under the Flood Insurance Acts, subject only to customary deductibles under such Policies and (B) coverage under supplemental private Policies in an amount, which when added to the coverage provided under the Flood Act Policies with respect to an Individual Property, is not less than the Allocated Loan Amount (as defined in the Existing Loan Agreement) for such Individual Property; (viii) earthquake, and, if required by Lender, sinkhole and mine subsidence insurance in amounts equal to one times (1x) the probable maximum loss of each Individual Property and in form and substance satisfactory to Lender, provided that the insurance pursuant to this Section 6.1(a)(viii) hereof shall be on terms consistent with the all risk insurance policy required under Section 6.1(a)(i) hereof; (ix) umbrella liability insurance in an amount not less than One Hundred Million and No/100 Dollars ($100,000,000) per occurrence on terms consistent with the commercial general liability insurance policy required under Section 6.1(a)(ii) hereof; (x) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence, including umbrella coverage, of Five Million and No/100 Dollars ($5,000,000); (xi) a blanket fidelity bond and errors and omissions insurance coverage insuring against losses resulting from dishonest or fraudulent acts committed by (A)

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Borrowers personnel; (B) any employees of outside firms that provide appraisal, legal, data processing or other services for Borrower or (C) temporary contract employees or student interns; and (xii) such other insurance and in such amounts as are required pursuant to the Franchise Agreement or as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to each Individual Property located in or around the region in which the each Individual Property is located. (b) All insurance provided for in Section 6.1(a) hereof shall be obtained under valid and enforceable policies (the Policies or in the singular, the Policy), in such forms and, from time to time after the date hereof, in such amounts as may be satisfactory to Lender, issued by financially sound and responsible insurance companies authorized to do business in the State in which each Individual Property is located and approved by Lender. The insurance companies must have a claims paying ability/financial strength rating of A (or its equivalent or better by at least two (2) Rating Agencies (one of which shall be S&P and one of which shall be Moodys) or otherwise acceptable to Lender (each such insurer shall be referred to below as a Qualified Insurer). Borrower will be required to maintain insurance against terrorism, terrorist acts or similar acts of sabotage (Terrorism Insurance) with amounts, terms and coverage consistent with those required under Sections 6.1(a)(i) and (iii) hereof (the Terrorism Insurance Required Amount). In the event such Terrorism Insurance is customarily maintained by owners of hotel properties in the United States as part of the all risk coverage required pursuant to Section 6.1(a)(i) hereof, Borrower shall maintain such Terrorism Insurance as a part thereof, regardless of the cost of the related Insurance Premiums. Not less than ten (10) days prior to the expiration dates of the Policies theretofore furnished to Lender pursuant to Section 6.1(a), Borrower shall deliver certificates of insurance evidencing the Policies accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the Insurance Premiums). (c) Borrower shall not obtain (i) any umbrella or blanket liability or casualty Policy that covers any property other than the Properties unless, in each case, such Policy is approved in advance in writing by Lender and Lenders interest is included therein as provided in this Agreement and such Policy is issued by a Qualified Insurer, or (ii) separate insurance concurrent in form or contributing in the event of loss with that required in Section 6.1(a) to be furnished by, or which may be required to be furnished by, Borrower. In the event Borrower obtains separate insurance or an umbrella or a blanket policy, Borrower shall notify Lender of the same and shall cause certificates of insurance evidencing such Policies to be delivered as required in Section 6.1(a). Any blanket insurance Policy shall specifically allocate to the Individual Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only the Individual Property in compliance with the provisions of Section 6.1(a). Notwithstanding Lenders approval of any umbrella or blanket liability or casualty Policy hereunder, in the event of any changes in such Policy or the coverage provided under such Policy, Lender reserves the right, in its reasonable discretion, to require Borrower to obtain a separate Policy in compliance with this Section 6.1. (d) All Policies provided for or contemplated by Section 6.1(a) hereof, except for the Policy referenced in Section 6.1(a)(v), shall name Lender and Borrower as the insured or

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additional insured, as their respective interests may appear, and in the case of property damage, boiler and machinery, and flood insurance, shall contain a so-called New York standard noncontributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender. (e) All Policies provided for in Section 6.1(a) hereof shall contain clauses or endorsements to the effect that: (i) no act or negligence of Borrower, or anyone acting for Borrower, or failure to comply with the provisions of any Policy which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned; (ii) the Policy shall not be materially changed (other than to increase the coverage provided thereby) or cancelled without at least 30 days written notice to Lender and any other party named therein as an insured; (iii) each Policy shall provide that the issuers thereof shall give written notice to Lender if the Policy has not been renewed thirty (30) days prior to its expiration; and (iv) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder. (f) Borrower shall furnish to Lender, on or before thirty (30) days after the close of each of Borrowers fiscal years, a statement certified by Borrower or a duly authorized officer of Borrower of the amounts of insurance maintained in compliance herewith, of the risks covered by such insurance and of the insurance company or companies which carry such insurance and, if requested by Lender, verification of the adequacy of such insurance by an independent insurance broker or appraiser acceptable to Lender. (g) If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall notify Borrower in writing that it has not received such evidence, and if Borrower thereafter fails to provide such evidence to Lender within one (1) Business Day Lender shall have the right, without further notice to Borrower to take such action as Lender deems necessary to protect its interest in the Properties, including, without limitation, the obtaining of such insurance coverage as Lender deems appropriate, and all expenses incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and until paid shall be secured by the Security Instruments (if any) and shall bear interest at the Default Rate. (h) In the event of a foreclosure of any of the Security Instruments, or other transfer of title to any Individual Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies then in force and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title. Section 6.2. Casualty.

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If an Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a Casualty), and such Casualty has caused damage to an Individual Property which, in Borrowers reasonable estimation, is in excess of $25,000, Borrower shall give prompt notice of such damage to Lender and shall promptly commence and diligently prosecute the completion of the Restoration of the Individual Property as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty, with such alterations as may be approved by Lender and otherwise in accordance with Section 6.4 hereof. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. Section 6.3. Condemnation. Borrower shall promptly give Lender notice of the actual or threatened commencement of any proceeding for the Condemnation of all or any part of any Individual Property and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall, promptly commence and diligently prosecute the Restoration of the applicable Individual Property and otherwise comply with the provisions of Section 6.4 hereof. If any Individual Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, and to apply to Award to payment of the Debt applicable to such Individual Property. Section 6.4. Restoration. The following provisions shall apply in connection with the Restoration of any Individual Property: (a) If the Net Proceeds shall be less than One Million and 00/100 Dollars ($1,000,000) and the costs of completing the Restoration shall be less than One Million and 00/100 Dollars ($1,000,000), the Net Proceeds will be disbursed by Lender to Borrower upon receipt, provided that all of the conditions set forth in Section 6.4(b)(i) are met and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence (subject to Force Majeure delays) the Restoration in accordance with the terms of this Agreement. (b) If the Net Proceeds are equal to or greater than One Million and 00/100 Dollars ($1,000,000) or the costs of completing the Restoration is equal to or greater than One Million

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and 00/100 Dollars ($1,000,000), Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4. The term Net Proceeds shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1(a)(i), (iv), (vi), (vii), (viii) and (ix) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (Insurance Proceeds), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (Condemnation Proceeds), whichever the case may be. (i) The Net Proceeds shall be made available to Borrower for Restoration provided that each of the following conditions is met: (A) continuing; no Default or Event of Default shall have occurred and be

(B) in the event the Net Proceeds are Insurance Proceeds, less than twenty five percent (25%) of the total floor area of the Improvements on the Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Individual Property is taken, and such land is located along the perimeter or periphery of the Individual Property, and no portion of the Improvements is located on such land; (C) [intentionally omitted];

(D) Borrower shall commence the Restoration as soon as reasonably practicable and shall diligently pursue the same to satisfactory completion (subject to Force Majeure delays) in compliance with all Applicable Laws, including, without limitation, all applicable Environmental Laws and in accordance with the terms and conditions of the Franchise Agreement; (E) Lender shall be reasonably satisfied that any operating deficits, including all scheduled payments of principal and interest under the Note, which will be incurred with respect to the Individual Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(iii) hereof, if applicable, or (3) by other funds of Borrower; (F) Intentionally Omitted;

(G) the Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all Applicable Laws; (H) Lender shall be reasonably satisfied that the gross cash flow of the Property for the succeeding twelve (12) month period following the completion of the Restoration will be restored to a level sufficient to cover all carrying costs and operating expenses of the Property for such twelve (12) month period, including, without limitation, debt service on the Note; 75

(I) such Casualty or Condemnation, as applicable, does not result in the permanent loss of access to the Individual Property or the related Improvements; (J) Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrowers architect or engineer stating the entire cost of completing the Restoration, which budget shall be reasonably acceptable to Lender; (K) the Net Proceeds together with any Cash or Cash equivalent deposited by Borrower with Lender are sufficient in Lenders reasonable discretion to cover the cost of the Restoration; (L) the Management Agreement in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall (1) remain in full force and effect during the Restoration and shall not otherwise terminate as a result of the Casualty or Condemnation or the Restoration or (2) if terminated, shall have been replaced with a Replacement Management Agreement with a Qualified Manager, prior to the opening or reopening of the applicable Individual Property or any portion thereof for business with the public; and (M) the Franchise Agreement is not terminated as a result of such casualty, or another hotel franchise agreement reasonably acceptable to Lender is not put in place at the applicable Individual Property prior to completion of the Restoration. (ii) The Net Proceeds shall be held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 6.4(b), shall constitute additional security for the Debt and other obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full or will be paid contemporaneously therewith, and (B) there exist no notices of pendency, stop orders, mechanics or materialmans liens or notices of intention to file same, or any other Liens or encumbrances of any nature whatsoever on the Individual Property which have not either been fully bonded to the reasonable satisfaction of Lender and discharged of record or in the alternative fully insured to the reasonable satisfaction of Lender by the title company issuing the Title Insurance Policy. (iii) All plans and specifications required in connection with the Restoration, the cost of which is greater than $250,000.00, shall be subject to prior review and acceptance in all material respects by Lender and by an independent consulting engineer selected by Lender (the Casualty Consultant) which acceptance shall not be unreasonably withheld or delayed. Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection

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with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, the cost of which is greater than $250,000.00, as well as the contracts under which they have been engaged, shall be subject to prior review and acceptance by Lender and the Casualty Consultant which acceptance shall not be unreasonably withheld or delayed. All costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable counsel fees and disbursements and the Casualty Consultants fees, shall be paid by Borrower. (iv) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term Casualty Retainage shall mean an amount equal to ten percent (10%), of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed; provided, however, after completion of fifty percent (50%) of the Restoration, Casualty Retainage shall mean an amount equal to five percent (5%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Individual Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractors, subcontractors or materialmans contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy for the related Individual Property, and Lender receives an endorsement to such Title Insurance Policy insuring the continued priority of the Lien of the related Security Instrument and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman. (v) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

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(vi) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Lender in consultation with the Casualty Consultant, if any, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the Net Proceeds Deficiency) with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and other obligations under the Loan Documents. (vii) The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b), and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be paid to Lender for application to the outstanding principal balance of the Loan in accordance with the terms of Section 2.3.2, above. (c) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) may be retained and applied by Lender toward the payment of the Debt pursuant to Section 2.3.2, above in such order, priority and proportions as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion. If Lender shall receive and retain Net Proceeds, the Lien of this Agreement, the Final Order and any Security Instruments (if applicable) shall be reduced only by the amount thereof received and retained by Lender and actually applied by Lender in reduction of the Debt. (d) The provisions of subsection 4 of Section 254 of the New York Real Property Law covering the insurance of buildings against loss by fire shall not apply to this Agreement. In the event of any conflict, inconsistency or ambiguity between the provisions of Section 6.4 of this Agreement and the provisions of subsection 4 of Section 254 of the New York Real Property Law covering the insurance of buildings against loss by fire, the provisions of Section 6.4 of this Agreement shall control. The provisions of this Section 6.4(d) apply to Individual Properties located in the State of New York only. VII. RESERVE FUNDS

Section 7.1. Intentionally Omitted. Section 7.2. Intentionally Omitted. Section 7.3. Intentionally Omitted. Section 7.4. Required Capital Improvements Reserve.

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7.4.1. Amounts deposited into the Controlled Disbursement Account shall hereinafter be referred to as Borrowers Required Capital Improvements Fund. Borrower shall perform the Required Capital Improvements at the Properties in accordance with the terms of the PIP Budget, the PIPs, the Cycle Renovations Budget, and the Cycle Renovations, as applicable. Upon the occurrence and during the continuance of an Event of Default, Lender, at its option, may withdraw all Required Capital Improvements Funds from the Controlled Disbursement Account and Lender may apply such funds either to completion of the Required Capital Improvements at one or more of the Properties or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lenders right to withdraw and apply Required Capital Improvements Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents. 7.4.2. Lender shall disburse to Borrower the Required Capital Improvements Funds from the Controlled Disbursement Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least thirty (30) days prior to the date on which Borrower requests such payment be made and specifies the Required Capital Improvements to be paid or reimbursed, (b) on the date such request is received by Lender and on the date such payment is to be made, no Default or Event of Default shall exist and remain uncured, (c) Lender shall have received an Officers Certificate (i) stating that all Required Capital Improvements at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and, to the best of Borrowers knowledge, in accordance with all Legal Requirements and Environmental Laws, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Capital Improvements, if applicable, (ii) identifying each Person that supplied materials or labor in connection with the Required Capital Improvements performed at such Individual Property with respect to the reimbursement to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full upon such disbursement or shall be paid within five (5) Business Days after such disbursement (provided that Borrower hereby agrees to submit to Lender evidence acceptable to Lender in its reasonable discretion that each such Person has been paid in full for amounts then owing and if Borrower fails to make such payment, then Borrower hereby agrees to return such disbursement, together with any interest earned thereon, on the Business Day immediately succeeding such five (5) Business Day period for deposit into the Required Capital Improvements Fund, and if Borrower fails to provide such evidence of payment or fails to return such disbursement as stated above, then such failure, in either case, shall, at Lenders option, constitute an immediate Event of Default), such Officers Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) Lender shall have received such other evidence as Lender shall request that the Required Capital Improvements at such Individual Property to be funded by the requested disbursement have been completed or partially completed to the extent of the disbursement made and will be paid for in accordance with the terms hereof and (e) if requested by Lender, a satisfactory inspection of such Individual Property by Lender or Lenders consultant at Borrowers expense to verify the completion of the Required Capital Improvements in accordance with this Agreement. Lender shall not be required to make disbursements from the Controlled Disbursement Account with respect to any Individual Property unless such requested disbursement is in an amount greater than $25,000 (or a lesser amount if the total amount in the Controlled Disbursement Account is less than $25,000, in which case only one 79

disbursement of the amount remaining in the account shall be made). Lender shall not be obligated to make disbursements from the Controlled Disbursement Account with respect to an Individual Property in excess of the amount allocated for such Individual Property as set forth on Schedule XI hereof. 7.4.3. The insufficiency of any balance in the Controlled Disbursement Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents. 7.4.4. To the extent that following completion of all of the Marriott PIP Work in accordance with the terms and conditions of this Agreement and the Adequate Assurance Agreement, any funds remain on deposit in the Controlled Disbursement Account from the Initial Advance with respect to expenses related to the Marriott PIP Work, Lender shall apply such excess funds to the principal balance of the Loan. Section 7.5. Reserve Funds, Generally. (a) Borrower grants to Lender a first-priority perfected security interest in each of the Reserve Funds and the related Accounts and any and all monies now or hereafter deposited in each Reserve Fund and related Account as additional security for payment of the Debt. Until expended or applied in accordance herewith, the Reserve Funds and the related Accounts shall constitute additional security for the Debt. (b) Upon the occurrence and during the continuance of an Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion. (c) The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by Lender. (d) The Reserve Funds shall be held in interest bearing accounts and all earnings or interest on a Reserve Fund shall be added to and become a part of such Reserve Fund and shall be disbursed in the same manner as other monies deposited in such Reserve Fund. (e) Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Reserve Fund or related Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except for Liens, security interests and UCC-1 Financing Statements in favor of Lender or the Cash Management Bank. (f) Borrower shall indemnify Lender and the Indemnified Parties and hold Lender and the Indemnified Parties harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Funds or the related Accounts or the performance of the obligations for which the Reserve Funds or the related Accounts were established, except to the extent arising from the gross negligence or willful misconduct of Lender, its agents or employees. Borrower shall 80

assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds or the related Accounts; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured. VIII. DEFAULTS Section 8.1. Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an Event of Default): (i) if any portion of the Debt is not paid on or before the date the same is due and payable; (ii) if any of the Taxes or Other Charges are not paid on or before the date such Taxes or Other Charges become delinquent (after expiration of any applicable grace periods allowed under Applicable Laws); (iii) if the Policies are not kept in full force and effect or if adequate evidence of insurance is not delivered to Lender on request; (iv) if Borrower transfers or encumbers any portion of any of the Properties in violation of the provisions of Section 5.2.10 hereof or Article 7 of the Security Instruments (if any); (v) if any of the following shall occur with respect to the Chapter 11 Cases:

(A) the Chapter 11 Cases shall be converted to cases under Chapter 7 of the Bankruptcy Code or be dismissed; (B) the filing of any plan of reorganization or disclosure statement attendant thereto, or any direct or indirect amendment to such plan or disclosure statement, by Borrower (a) which plan does not propose to provide for the payment in full in cash of all Obligations on the effective date thereof or such other treatment that is acceptable to Lender or its Affiliates in their sole and absolute discretion, or (b) if such plan does not propose payment in full in cash of all Obligations on the effective date thereof, to which Lender do not consent or otherwise agree to the treatment of their claims; (C) the issuance and entry of an order in any Chapter 11 Cases confirming a plan or plans of reorganization that does not contain a provision for termination of Lenders obligations hereunder and repayment in full in cash of all of the Obligations on or before the effective date of such plan or plans or such plan or such other treatment that is acceptable to Lender or its Affiliates in their sole and absolute discretion;

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(D) the appointment of an interim or permanent trustee under Section 1104 of the Bankruptcy Code in the Chapter 11 Cases or the appointment of a receiver or an examiner in the Chapter 11 Cases with expanded powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the Bankruptcy Code to operate or manage the financial affairs, the business, or reorganization of Borrower (or any Borrower seeks or acquiesces in such relief); (E) the issuance and entry of an order amending, supplementing, staying, vacating or otherwise modifying the Loan Documents, the Final Order without the written consent of Lender or the filing of a motion for reconsideration with respect to the Final Order; (F) the bringing of a motion by Borrower, or the issuance and entry of an order or ruling by the Bankruptcy Court (which has not been withdrawn, dismissed or reversed): (x) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement (unless such financing is proposed to refinance and pay in full the Obligations due under this Agreement with the termination of all related lending commitments thereunder); (y) to grant any Lien other than Permitted Liens upon or affecting any Collateral without the prior written consent of Lender (unless the granting of such a Lien is simultaneous with a refinancing to pay in full in cash all Obligations due under this Agreement); or (z) any other action or actions adverse to Lender, or their rights and remedies hereunder or under the Loan Documents or their interest in the Collateral; (G) any Franchisor terminates any Franchise agreement (or otherwise has the right to so terminate such franchise agreement and has taken affirmative steps in such regard (including but not limited to proper delivery of notice of intent to terminate)) upon any Property; (H) any Borrower supports a request of any party in interest to surcharge collateral of securing the Existing Loan or to surcharge the collateral for any expense. (I) the expenditure of any portion of the Loan for which it had not been approved; provided, however, that, with respect to any expenditure in violation of the foregoing which was inadvertent and does not exceed $25,000, the Borrower shall have the right to cure the same (but on not more than one occasion per calendar month) within five (5) Business Days following any such expenditure; (J) any Borrower shall apply for an order substituting any assets for all or any portion of the Collateral except as permitted under this Agreement and the other Loan Documents and the Existing Loan Agreement and the other documents evidencing the Existing Loan;

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(K) the payment by Borrower, or application by Borrower for authority to pay any Prepetition claim without Lenders prior written consent, except as provided in Section 5.2.11 hereof; (L) the issuance and entry of an order by the Bankruptcy Court granting relief from or modifying any stay, including the automatic stay of Section 362 of the Bankruptcy Code, (x) to allow any creditor to execute upon or enforce a Lien on any Collateral having a value in excess of $1,000,000, or (y) with respect to any Lien of or the granting of any Lien on any Collateral to any state or local environmental or regulatory agency or authority; (M) unless waived by Lender (in its sole discretion) the commencement of a suit or action against Lender and, as to any suit or action brought by any Person other than Borrower, officer or employee of a Borrower, the continuation thereof without being dismissed, enjoined or stayed for 35 days after service thereof on Lender, that asserts or seeks by or on behalf of Borrower, any state or Federal environmental protection or health and safety agency, any official committee in the Chapter 11 Cases or any other party in interest in the Chapter 11 Cases, (a) a claim in excess of an amount deemed by Lender in its sole discretion to be material, or (b) any legal or equitable remedy that would have the effect of subordinating any or all of the Obligations or Liens of Lender under the Loan Documents to any other claim; (N) the issuance and entry of an order in any Chapter 11 Cases avoiding or requiring repayment of any portion of the payments made on account of the Obligations owing under this Agreement or the other Loan Documents; (O) the failure of Borrower to perform any of its material obligations under the Final Order, which adversely affects the interests of Lender (as determined by Lender); (P) the issuance and entry of an order in any Chapter 11 Cases granting any other super priority administrative claim or Lien equal or superior to that granted to Lender with respect to the Borrowers; (Q) any motion or application is filed by, on behalf of, or supported by Borrower seeking the issuance and entry of an order, or an order is issued and entered in the Chapter 11 Cases, approving any subsequent debtor-in-possession facility for borrowed money or other extensions of credit with respect to the Borrowers unless such subsequent facility and such order expressly provide for the indefeasible payment and complete satisfaction in full in cash to Lender of the Obligations; (R) termination of the exclusive period for Borrower to file a plan of reorganization in the Chapter 11 Cases; or (S) in the event any of the Loan Documents shall cease to create a valid and perfected lien on and security interest in the Collateral for the Loan. 83

(vi) if any representation or warranty made by Borrower or Operating Lessee herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made; (vii) if any default by Borrower shall occur under any other debtor-inpossession financing permitted pursuant to the Chapter 11 Cases; (viii) if any Variance shall exist with respect to any PIP Property; provided, that, any such Variance that does not exceed 10% on a line-item basis shall not constitute an Event of Default hereunder so long as (a) with respect to the PIP Property Group that includes such PIP Property, the sum of (1) the costs incurred by Borrower with respect to all PIP Properties in such PIP Property Group in respect of completing the Marriott PIP Work and/or the Other Franchise PIP Work and (2) the costs projected to be incurred by Borrower in respect of completing the Marriott PIP Work and/or the Other Franchise PIP Work with respect to all PIP Properties in such PIP Property Group in accordance with the PIP Budget, does not exceed the total costs set forth in the PIP Budget in respect of completing the Marriott PIP Work and/or the Other Franchise PIP Work with respect to all PIP Properties in such PIP Property Group and (b) such Variance is fully reconciled by a combination of (I) applying the remaining unallocated portion of the contingency line item set forth in the PIP Budget for such PIP Property (but in no event to exceed an amount thereof equal to the Maximum Contingency Amount), (II) reallocating any unused portion of the PIP Budget for any of the PIP Properties in such PIP Property Group for which the Marriott PIP Work and/or the Other Franchise PIP Work has been fully completed, including the completion of any punch-list items, and accepted by the applicable Franchisor in accordance with the applicable Franchise Agreement and the Adequate Assurance Agreement and approved by Lender pursuant to the terms and conditions of this Agreement and for which complete and final invoices have been submitted by the applicable contractors and fully paid, and (III) identified and documented savings from amounts set forth in the PIP Budget to complete the Marriott PIP Work and/or the Other Franchise PIP Work for any PIP Property in such PIP Property Group; (ix) if any Cycle Renovations Variance shall exist;

(x) if Borrower or Operating Lessee assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (xi) if Borrower or Operating Lessee breaches any of its respective negative covenants contained in Section 5.2 hereof; provided, that if, in Lenders reasonable discretion, such breach is capable of being cured within thirty (30) days of the occurrence thereof, and if Borrower, after providing immediate written notice to Lender, diligently and expeditiously proceeds to cure the same, then upon Borrowers failure to cure such breach to Lenders reasonable satisfaction within thirty (30) days of the occurrence thereof;

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(xii) other than as a result of or otherwise in connection with the Chapter 11 Cases, a default has occurred and continues beyond any applicable cure period under any Management Agreement (or any Replacement Management Agreement) if such default permits the Manager thereunder to terminate or cancel the applicable Management Agreement (or any Replacement Management Agreement) and such Manager either terminates, provides notice of its intention to terminate or otherwise threatens or takes any affirmative action with respect to the termination of such Management Agreement (or any Replacement Management Agreement); (xiii) if Borrower or Operating Lessee violates or does not comply in any material respect with any of the provisions of Section 4.1.35 hereof; (xiv) if any Individual Property becomes subject to any mechanics, materialmans or other Lien other than a Lien for local real estate taxes and assessments not then due and payable and the Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of thirty (30) days following notice from Lender; (xv) subject to Borrowers right to contest pursuant to Section 5.1.2, if any federal tax Lien or state or local income tax Lien is filed against Borrower, Operating Lessee or any Individual Property and same is not discharged of record within thirty (30) days following notice from Lender; (xvi) (A) Borrower or Operating Lessee fails to timely provide Lender with the written certification and evidence referred to in Section 5.2.8 hereof, (B) Borrower or Operating Lessee is a Plan or its assets constitute Plan Asset; or (C) Borrower or Operating Lessee consummates a transaction which would cause any Security Instruments or Lenders exercise of its rights under any Security Instruments, the Note, this Agreement or the other Loan Documents to constitute a nonexempt prohibited transaction under ERISA or result in a violation of a State statute regulating governmental plans, subjecting Lender to liability for a violation of ERISA, the Code, a State statute or other similar law; (xvii) if Borrower shall fail to pay the Ground Rent or any additional rent or other charge mentioned in or made payable by any Ground Lease when said rent or other charge is due and payable; (xviii) other than as a result of the Chapter 11 Cases, if there shall occur any material default by Borrower, as tenant under any Ground Lease, in the observance or performance of any term, covenant or condition of such Ground Lease on the part of Borrower to be observed or performed and said material default is not cured following the expiration of any applicable grace and notice periods therein provided, or if the leasehold estate created by such Ground Lease shall be surrendered or if such Ground Lease shall cease to be in full force and effect or such Ground Lease shall be terminated or canceled for any reason or under any circumstances whatsoever, or if any of the terms, covenants or conditions of such Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended without the consent of Lender to the extent such consent is required hereby; provided, however, that the provisions of this Section

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8.1(a)(xviii) shall not apply with respect to the Ground Lease for the Individual Property known as Best Western West Palm Beach provided that Borrower is taking action reasonably acceptable to Lender to pursue the restructuring of such Ground Lease with the Bankruptcy Court or taking such other action with respect to such Ground Lease as may be reasonably acceptable to Lender; (xix) other than as a result of the Chapter 11 Cases, if a material default has occurred and continues beyond any applicable cure period under the Franchise Agreement, and such default permits a party to terminate or cancel the Franchise Agreement; (xx) if Borrower ceases to operate a hotel on any Individual Property or terminates such business for any reason whatsoever (other than temporary cessation in connection with any renovations to an Individual Property or restoration of the Individual Property after Casualty or Condemnation); (xxi) if any Operating Lessee is in material default beyond any applicable notice or cure period under the applicable Operating Lease; (xxii) if Borrower or Operating Lessee terminates or cancels or allows to expire any Franchise Agreement or operates any Individual Property under the name of any hotel chain or system other than the hotel chain or system under which such Individual Property is operated as of the Closing Date (as indicated on Schedule X), without Lenders prior written consent; (xxiii) if there shall be a default under any Security Instruments (if applicable) or any of the other Loan Documents beyond any applicable notice and cure periods contained in such documents, whether as to Borrower or Operating Lessee or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt or if there shall be a failure of Borrower to perform any of its material obligations under the Final Order which adversely affects the interests of Lender (as reasonably determined by Lender); or (xxiv) if Borrower or Operating Lessee shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xxiii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower or Operating Lessee, as the case may be, in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days.

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(b) Upon the occurrence of an Event of Default and at any time thereafter, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and Operating Lessee and in and to all or any Individual Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower, Operating Lessee and any or all of the Properties, including, without limitation, all rights or remedies available at law or in equity. Section 8.2. Remedies. (a) Upon the occurrence and during the continuance of an Event of Default, or upon the occurrence of a Termination Event, in either case, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time upon five (5) Business Days notice to Borrower and the Bankruptcy Court, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of any Individual Property or any other Collateral (including, without limitation, the right (but not the obligation) to complete the Marriott PIP Work, the Other Franchise PIP Work and the Cycle Renovations and to apply any of the proceeds of the Loan on account thereof). Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by Applicable Law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by Applicable Law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if either an Event of Default has occurred and is continuing or a Termination Event has occurred (i) Lender is not subject to any one action or election of remedies law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Properties and the other Collateral and any Security Instrument (if applicable) has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full. (b) With respect to Borrower and the Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any Individual Property or Collateral for the satisfaction of any of the Debt in preference or priority to any other Individual Property or Collateral, and Lender may seek satisfaction out of all of the Properties or any other Collateral or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose the Security Instruments in any manner and for any amounts secured by the Security Instruments then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Security Instruments to recover such delinquent payments, or (ii) in

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the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose one or more of the Security Instruments to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by one or more of the Security Instruments as Lender may elect. Notwithstanding one or more partial foreclosures, the Properties shall remain subject to the Security Instruments to secure payment of sums secured by the Security Instruments and not previously recovered. (c) Upon the occurrence and during the continuance of an Event of Default, or upon the occurrence of a Termination Event, in either case, Lender shall have the right, from time to time, to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the Severed Loan Documents) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lenders intent to exercise its rights under such power. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. (d) It is hereby acknowledged and agreed by the parties hereto that Automatic Section 362 relief from the stay in favor of the Lender shall be embodied in the Final Order. Section 8.3. Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lenders rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lenders sole discretion. No delay or omission to exercise any remedy, right or power accruing upon the occurrence and during the continuation of an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one or more Defaults or Events of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon. IX. SPECIAL PROVISIONS

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Section 9.1. Right to Credit Bid. Upon entry of a Final Order, Lender shall have the right to credit-bid the amount of claims of the Loan during a sale of all or substantially all assets of Borrowers and their debtor affiliates in the Chapter 11 Cases which assets constitute the Collateral for the Loan, including without limitation, a sale occurring pursuant to Section 363 of the Bankruptcy Code or included as part of any restructuring plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code. Section 9.2. Intentionally Omitted. Section 9.3. Servicer. At the option of Lender or Agent, the Loan may be serviced by a servicer/trustee (the Servicer) selected by Lender or Agent and Lender or Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the Servicing Agreement) between Lender or Agent and Servicer. Lender shall be responsible for the regular monthly or periodic servicing fee relating to or arising under the Servicing Agreement. Section 9.4. Recourse Obligation. The Loan shall be fully recourse to Borrower, and, in addition to all other remedies available to Lender at law or in equity, Lender may (but shall not be obligated to) pursue a money judgment or other personal liability against Borrower with respect to any obligations of Borrower contained in the Loan Documents. Section 9.5. Intentionally Omitted. Section 9.6. Intentionally Omitted. Section 9.7. Syndication. 9.7.1. Syndication. The provisions of this Section 9.7 shall only apply in the event that the Loan is syndicated in accordance with the provisions of this Section 9.7 set forth below. 9.7.2. Sale of Loan, Co-Lender, Participations and Servicing. (a) Lender and any Co-Lender may, at their option, without Borrowers consent (but with notice to Borrower), sell with novation all or any part of their right, title and interest in, and to, and under the Loan (the Syndication), to one or more additional lenders (each a CoLender). Each additional Co-Lender shall enter into an assignment and assumption agreement (the Assignment and Assumption) assigning a portion of Lenders or Co-Lenders rights and obligations under the Loan, and pursuant to which the additional Co-Lender accepts such assignment and assumes the assigned obligations. From and after the effective date specified in the Assignment and Assumption (i) each Co-Lender shall be a party hereto and to each Loan Document to the extent of the applicable percentage or percentages set forth in the Assignment and Assumption and, except as specified otherwise herein, shall succeed to the rights and obligations of Lender and the Co-Lenders hereunder and thereunder in respect of the Loan, and (ii) Lender, as lender and each Co-Lender, as applicable, shall, to the extent such rights and

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obligations have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations hereunder and under the Loan Documents. (b) The liabilities of Lender and each of the Co-Lenders shall be several and not joint, and Lenders and each Co-Lenders obligations to Borrower under this Agreement shall be reduced by the amount of each such Assignment and Assumption. Neither Lender nor any CoLender shall be responsible for the obligations of any other Co-Lender. Lender and each CoLender shall be liable to Borrower only for their respective proportionate shares of the Loan. If for any reason any of the Co-Lenders shall fail or refuse to abide by their obligations under this Agreement, Lender and the other Co-Lender shall not be relieved of their obligations, if any, hereunder; notwithstanding the foregoing, Lender and the Co-Lenders shall have the right, but not the obligation, at their sole option, to make the defaulting Co- Lenders pro rata share of such advance pursuant to the Co-Lending Agreement. (c) Borrower agrees that it shall, in connection with any sale of all or any portion of the Loan, whether in whole or to an additional Co-Lender or Participant, within ten (10) Business Days after requested by Agent, furnish Agent with the certificates required under Sections 5.1.10 and 5.1.13 hereof and such other information as reasonably requested by any additional Co-Lender or Participant in performing its due diligence in connection with its purchase of an interest in the Loan. (d) Lender (or an Affiliate of Lender) shall act as administrative agent for itself and the Co-Lenders (together with any successor administrative agent, the Agent) pursuant to this Section 9.7. Borrower acknowledges that Lender, as Agent, shall have the sole and exclusive authority to execute and perform this Agreement and each Loan Document on behalf of itself, as Lender and as agent for itself and the Co-Lenders subject to the terms of the Co-Lending Agreement. Lender acknowledges that Lender, as Agent, shall retain the exclusive right to grant approvals and give consents with respect to all matters requiring consent hereunder. Except as otherwise provided herein, Borrower shall have no obligation to recognize or deal directly with any Co-Lender, and no Co-Lender shall have any right to deal directly with Borrower with respect to the rights, benefits and obligations of Borrower under this Agreement, the Loan Documents or any one or more documents or instruments in respect thereof. Borrower may rely conclusively on the actions of Lender as Agent to bind Lender and the Co-Lenders, notwithstanding that the particular action in question may, pursuant to this Agreement or the CoLending Agreement be subject to the consent or direction of some or all of the Co-Lenders. Lender may resign as Agent of the Co-Lenders, in its sole discretion, or if required to by the CoLenders in accordance with the term of the Co-Lending Agreement, in each case without the consent of but upon notice to Borrower. Upon any such resignation, a successor Agent shall be determined pursuant to the terms of the Co-Lending Agreement. The term Agent shall mean any successor Agent. (e) Notwithstanding any provision to the contrary in this Agreement, the Agent shall not have any duties or responsibilities except those expressly set forth herein (and in the CoLending Agreement) and no covenants, functions, responsibilities, duties, obligations or liabilities of Agent shall be implied by or inferred from this Agreement, the Co-Lending Agreement, or any other Loan Document, or otherwise exist against Agent.

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(f) Except to the extent its obligations hereunder and its interest in the Loan have been assigned pursuant to one or more Assignments and Assumption, Lender, as Agent, shall have the same rights and powers under this Agreement as any other Co-Lender and may exercise the same as though it were not Agent, respectively. The term Co-Lender or Co-Lenders shall, unless otherwise expressly indicated, include Lender in its individual capacity. Lender and the other Co-Lenders and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, Borrower, or any Affiliate of Borrower and any Person who may do business with or own securities of Borrower or any Affiliate of Borrower, all as if they were not serving in such capacities hereunder and without any duty to account therefor to each other. (g) If required by any Co-Lender, each Borrower hereby agrees to execute supplemental notes in the principal amount of such Co-Lenders pro rata share of the Loan substantially in the form of the Note, and such supplemental note shall (i) be payable to order of such Co-Lender, (ii) be dated as of the Closing Date, and (iii) mature on the Maturity Date. Such supplemental note shall provide that it evidences a portion of the existing indebtedness hereunder and under the Note and not any new or additional indebtedness of Borrower. The term Note as used in this Agreement and in all the other Loan Documents shall include all such supplemental notes. (h) Lender, as Agent, shall maintain at its domestic lending office or at such other location as Lender, as Agent, shall designate in writing to each Co-Lender and Borrower a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of the Co-Lenders, the amount of each Co-Lenders proportionate share of the Loan and the name and address of each Co-Lenders agent for service of process (the Register). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, Lender, as Agent, and the Co-Lenders may treat each person or entity whose name is recorded in the Register as a Co-Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection and copying by Borrower or any Co-Lender during normal business hours upon reasonable prior notice to the Agent. A Co-Lender may change its address and its agent for service of process upon written notice to Lender, as Agent, which notice shall only be effective upon actual receipt by Lender, as Agent, which receipt will be acknowledged by Lender, as Agent, upon request. (i) Notwithstanding anything herein to the contrary, any financial institution or other entity may be sold a participation interest in the Loan by Lender or any Co-Lender without Borrowers consent (such financial institution or entity, a Participant) (x) if such sale is without novation and (y) if the other conditions set forth in this paragraph are met. No Participant shall be considered a Co-Lender hereunder or under the Note or the Loan Documents. No Participant shall have any rights under this Agreement, the Note or any of the Loan Documents and the Participants rights in respect of such participation shall be solely against Lender or Co-Lender, as the case may be, as set forth in the participation agreement executed by and between Lender or Co-Lender, as the case may be, and such Participant. No participation shall relieve Lender or Co-Lender, as the case may be, from its obligations hereunder or under the Note or the Loan Documents and Lender or Co- Lender, as the case may be, shall remain solely responsible for the performance of its obligations hereunder.

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(j) Notwithstanding any other provision set forth in this Agreement, Lender or any Co-Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, amounts owing to it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System), provided that no such security interest or the exercise by the secured party of any of its rights thereunder shall release Lender or Co-Lender from its funding obligations hereunder. 9.7.3. Cooperation in Syndication. (a) Borrower agrees to assist Lender in completing a Syndication satisfactory to Lender. Such assistance shall include (i) direct contact between senior management and advisors of Borrower and the proposed Co-Lenders, (ii) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the Syndication, (iii) the hosting, with Lender, of one or more meetings of prospective Co-Lender, and (iv) the delivery of appraisals satisfactory to Lender if required. (b) Lender shall manage all aspects of the Syndication of the Loan, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocations of the commitments among the Co-Lenders and the amount and distribution of fees among the CoLenders. To assist Lender in its Syndication efforts, Borrower agrees promptly to prepare and provide to Lender all information with respect to Borrower, each Manager and the Properties contemplated hereby, including all financial information and projections (the Projections), as Lender may reasonably request in connection with the Syndication of the Loan. Borrower hereby represents and covenants that (i) all information other than the Projections (the Information) that has been or will be made available to Lender by Borrower or any of their representatives is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (ii) the Projections that have been or will be made available to Lender by Borrower or any of their representatives have been or will be prepared in good faith based upon reasonable assumptions. Borrower understands that in arranging and syndicating the Loan, Lender, and the Co-Lenders, may use and rely on the Information and Projections without independent verification thereof. (c) If required in connection with the Syndication, Borrower hereby agrees to:

(i) amend the Loan Documents to give Lender the right, at Lenders sole cost and expense, to have one or more of the Properties reappraised on an annual basis; (ii) deliver updated financial and operating statements and other information required by Lender to facilitate the Syndication; (iii) deliver reliance letters satisfactory to Lender with respect to the environmental assessments and reports delivered to Lender prior to the Closing Date, which will run to Lender and its successors and assigns;

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(iv) execute modifications to the Loan Documents required by the CoLenders, provided that such modification will not (except as set forth in clause (v) below), change any material or economic terms of the Loan Documents, or otherwise materially increase the obligations or materially decrease the rights of Borrower pursuant to the Loan Documents; and (v) if Lender elects, in its sole discretion, prior to or upon a Syndication, to split the Loan into two or more parts, or the Note into multiple component notes or tranches which may have different interest rates, principal amounts, payment priorities and maturities, Borrower agrees to cooperate with Lender in connection with the foregoing and to execute the required modifications and amendments to the Note, this Agreement and the Loan Documents and to provide opinions necessary to effectuate the same. Such Notes or components may be assigned different interest rates, so long as the initial weighted average of such interest rates does not exceed the Applicable Interest Rate. Borrower shall be responsible for payment of its legal fees incurred in connection with its compliance with the requests made under this Section. All other reasonable third party costs and expenses incurred by Borrower in connection with Borrowers compliance with requests made under this Section shall be paid by Lender. The costs and expenses incurred by Lender in connection with a Syndication shall be paid by Lender. 9.7.4. Intentionally Omitted. 9.7.5. Limitation of Liability. No claim may be made by Borrower, or any other Person against Agent, or any CoLender or the Affiliates, directors, officers, employees, attorneys or agent of any of such Persons for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any act, omission or event occurring in connection therewith; and Borrower hereby waives, releases and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. 9.7.6. No Joint Venture. Notwithstanding anything to the contrary herein contained, neither Agent, nor any CoLender by entering into this Agreement or by taking any action pursuant hereto, will be deemed a partner or joint venturer with Borrower. 9.7.7. Voting Rights of Co-Lenders. Borrower acknowledges that the Co-Lending Agreement may contain provisions which require that amendments, waivers, extensions, modifications, and other decisions with respect to the Loan Documents shall require the approval of all or a number of the Co-Lenders holding in the aggregate a specified percentage of the Loan or any one or more Co-Lenders that are specifically affected by such amendment, waiver, extension, modification or other decision.

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Section 9.8. Intentionally Omitted. X. MISCELLANEOUS Section 10.1. Survival.

This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender. Section 10.2. Lenders Discretion.

Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Section 10.3. Governing Law.

(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS), PROVIDED HOWEVER, THAT WITH RESPECT TO THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED BY THIS AGREEMENT, ANY SECURITY INSTRUMENTS AND THE OTHER LOAN DOCUMENTS, AND THE DETERMINATION OF DEFICIENCY JUDGMENTS, THE LAWS OF THE STATE WHERE EACH INDIVIDUAL PROPERTY IS LOCATED SHALL APPLY. (b) WITH RESPECT TO ANY CLAIM OR ACTION ARISING HEREUNDER OR UNDER THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS (IF ANY) OR THE OTHER LOAN DOCUMENTS, BORROWER (A) IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE BANKRUPTCY COURT AND IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM) JURISDICTION, TO THE NONEXCLUSIVE GENERAL JURISDICTION OF ANY COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK, NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, AND (B) IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING ON VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTE, 94

THE SECURITY INSTRUMENTS (IF ANY) OR THE OTHER LOAN DOCUMENTS BROUGHT IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING IN THIS AGREEMENT, THE NOTE, THE SECURITY INSTRUMENTS (IF ANY) OR THE OTHER LOAN DOCUMENTS WILL BE DEEMED TO PRECLUDE LENDER FROM BRINGING AN ACTION OR PROCEEDING WITH RESPECT HERETO IN ANY OTHER JURISDICTION. Section 10.4. Modification, Waiver in Writing.

No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances. Section 10.5. Delay Not a Waiver.

Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under the Note or under any other Loan Document, or any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement, the Note or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. Section 10.6. Notices.

All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to Borrower Operating Lessee: and/or c/o Apollo Investment Corporation 9 West 57th Street New York, New York 10019 Attention: Aaron N. Sack

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Facsimile No.: (212) 515-3443 With a copy to: c/o Apollo Investment Corporation 9 West 57th Street New York, New York 10019 Attention: Justin M. Korval Facsimile No.: (212) 515-3442 Innkeepers USA 340 Royal Poinciana Way Suite 306 Palm Beach, Florida 33480 Attention: Nathan Cook and Mark Murphy Facsimile No.: (561) 650-0958 Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attention: Leonard Klingbaum Facsimile No.: (212) 446-6460 Solar Finance Inc. 1271 Avenue of the Americas, 38th Floor New York, New York 10020 Attention: Michael E. Lascher Facsimile No.: (646) 758-2744 Dechert LLP Cira Centre 2929 Arch Street Philadelphia, Pennsylvania 19104 Attention: David W. Forti, Esq. Facsimile No.: (215) 994-2222

With a copy to:

With a copy to:

If to Lender / Agent:

With a copy to:

or addressed as such party may from time to time designate by written notice to the other parties. Notwithstanding anything herein or in the other Loan Documents to the contrary, any notice by Lender to one or more Borrower shall be deemed to constitute effective notice to all of Borrower. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. Section 10.7. Trial by Jury.

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BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER. Section 10.8. Headings.

The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 10.9. Severability.

Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Section 10.10. Preferences.

Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, State or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender. Section 10.11. Waiver of Notice.

Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower. 97

Section 10.12.

Remedies of Borrower.

In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrowers sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment. Section 10.13. Expenses; Indemnity.

(a) Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender within ten (10) days of receipt of written notice from Lender for all reasonable and documented and out-of-pocket costs and expenses (including reasonable and documented fees and disbursements of one counsel and one financial advisor) incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties); (ii) Borrowers ongoing performance of and compliance with Borrowers respective agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (iii) all costs and expenses incurred by Lender in connection with such recordation and/or filing of the Final Order; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Lender; (v) securing Borrowers compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Properties, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Properties or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a work-out or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, bad faith, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Controlled Disbursement Account.

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(b) Borrower shall indemnify, defend and hold harmless Lender and the Indemnified Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable and documented fees and disbursements of counsel for Lender and the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender or the Indemnified Parties shall be designated a party thereto), that may be imposed on, incurred by, or asserted against Lender or the Indemnified Parties in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the Additional Indemnified Liabilities); provided, however, that Borrower shall not have any obligation to Lender or the Indemnified Parties hereunder to the extent that such Liabilities arise from the gross negligence, illegal acts, fraud, bad faith or willful misconduct of Lender or the Indemnified Parties as determined in a final, non-appealable judgment by a court of competent jurisdiction. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under Applicable Law to the payment and satisfaction of all Additional Indemnified Liabilities incurred by Lender or the Indemnified Parties. (c) Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless Lender and the Indemnified Parties from and against any and all losses (including, without limitation, reasonable and documented attorneys fees and costs incurred in the investigation, defense, and settlement of losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA, the Code, any State statute or other similar law that may be required, in Lenders sole discretion) that Lender or the Indemnified Parties may incur, directly or indirectly, as a result of a default under Sections 4.1.8 or 5.2.8 hereof. (d) Intentionally Omitted. Schedules and Exhibits Incorporated.

Section 10.14.

The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof. Section 10.15. Offsets, Counterclaims and Defenses.

Any assignee of Lenders interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

99

Section 10.16.

No Joint Venture or Partnership; No Third Party Beneficiaries.

(a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Properties other than that of mortgagee, beneficiary or lender. (b) This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lenders sole discretion, Lender deems it advisable or desirable to do so. Section 10.17. Publicity.

(a) All news releases, publicity or advertising by Borrower or their Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, or any of their Affiliates shall be subject to the prior written approval of Lender. Notwithstanding the foregoing, disclosure required by any federal or State securities laws, rules or regulations, as determined by Borrowers counsel, shall not be subject to the prior written approval of Lender. Section 10.18. Assets. (a) Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Security Instruments (if any) will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Security Instruments shall constitute an Event of Default under each of the other Security Instruments which secure the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each Security Instrument; (iii) each Security Instrument shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance. (b) To the fullest extent permitted by Applicable Law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrowers partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order Cross-Default; Cross-Collateralization; Waiver of Marshalling of

100

of alienation in the event of foreclosure of all or any of the Security Instruments, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Security Instruments, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties. Section 10.19. Waiver of Counterclaim.

Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents. Section 10.20. Conflict; Construction of Documents; Reliance.

In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lenders exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates. Section 10.21. Brokers and Financial Advisors.

Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lenders attorneys fees and expenses) in any way relating to or arising from a claim

101

by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt. Section 10.22. Sheraton Disclaimer. THE OPERATING LESSEE IS A PARTY TO A LICENSE AGREEMENT WITH THE SHERATON LLC THAT ENABLES IT TO OPERATE A HOTEL USING THE SERVICE MARK SHERATON. NEITHER THE SHERATON LLC NOR ITS AFFILIATES OWN SUCH HOTEL OR ARE A PARTY TO THE FINANCING AND HAVE NOT PROVIDED OR REVIEWED, AND ARE NOT RESPONSIBLE FOR, ANY DISCLOSURES OR OTHER INFORMATION SET FORTH HEREIN. Section 10.23. Intentionally Omitted.

Section 10.24. Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, between Borrower and/or its Affiliates and Lender are superseded by the terms of this Agreement and the other Loan Documents. Section 10.25. Borrower Waivers. Borrower hereby (i) irrevocably remises, releases, acquits, satisfies and forever discharges Lender and the Indemnified Parties of and from all damage, loss, demands, liabilities, obligations, actions and causes of action, costs or expenses (including attorneys fees and costs) and claims therefore, from the beginning of time until the end of time, whether presently known or unknown, and of every nature and extent whatsoever on account of or in any way touching, concerning, related to, arising out of or founded upon the Loan or any of the Loan Documents either under applicable law, under Section 510 of the Bankruptcy Code, or otherwise, and (ii) covenants and agrees not to sue Lender or any of the Indemnified Parties in respect of any such claims or causes of action. Section 10.26. Parties Including Trustees; Bankruptcy Court Proceedings. This Agreement, the other Loan Documents, and all Liens and other rights and privileges created hereby or pursuant hereto or to any other Loan Document shall be binding upon Borrower, the bankruptcy estate of Borrower, and any trustee, other bankruptcy estate representative or any successor in interest of Borrower in the Chapter 11 Cases or any subsequent case commenced under Chapter 7 of the Bankruptcy Code, and shall not be subject to Section 365 of the Bankruptcy Code. This Agreement and the other Loan Documents shall be binding upon, and inure to the benefit of, the successors of Lender and its assigns, transferees and endorsees. The Liens created by this Agreement and the other Loan Documents shall be and remain valid and perfected in the event of the substantive consolidation or conversion of any Chapter 11 Cases or any other bankruptcy case of Borrower to a case under Chapter 7 of the Bankruptcy Code or in the event of dismissal of any Chapter 11 Cases or the release of any Collateral from the jurisdiction of the Bankruptcy Court, without the necessity that Lender files financing statements or otherwise perfect its Liens under applicable law. No Borrower may assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder or under any of the other Loan Documents without the prior express written consent of Lender. Any such purported assignment, transfer, hypothecation or other conveyance by Borrower without the prior express written consent of Lender shall be void. The terms and provisions of this

102

Agreement are for the purpose of defining the relative rights and obligations of Borrower and Lender with respect to the transactions contemplated hereby and no person shall be a third party beneficiary of any of the terms and provisions of this Agreement or any of the other Loan Documents. Lender hereby represents and warrants that its has obtained an order from the Lehman Bankruptcy Court in the Lehman Bankruptcy Case approving the undertaking by Lender pursuant to this Agreement. Lender covenants and agrees that Lender shall use commercial reasonable efforts to obtain and maintain at all times a final order from the Lehman Bankruptcy Case approving the undertaking by Lender pursuant to this Agreement. [NO FURTHER TEXT ON THIS PAGE]

103

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written. BORROWER: KPA/GP VALENCIA LLC GRAND PRIX WEST PALM BEACH LLC KPA/GP FT. WALTON BEACH LLC GRAND PRIX FT. WAYNE LLC GRAND PRIX INDIANAPOLIS LLC KPA/GP LOUISVILLE (HI) LLC GRAND PRIX BULFINCH LLC GRAND PRIX WOBURN LLC GRAND PRIX ROCKVILLE LLC GRAND PRIX EAST LANSING LLC GRAND PRIX GRAND RAPIDS LLC GRAND PRIX TROY (CENTRAL) LLC GRAND PRIX TROY (SE) LLC GRAND PRIX ATLANTIC CITY LLC GRAND PRIX MONTVALE LLC GRAND PRIX MORRISTOWN LLC GRAND PRIX ALBANY LLC GRAND PRIX ADDISON (SS) LLC GRAND PRIX HARRISBURG LLC GRAND PRIX ONTARIO LLC each a Delaware limited liability company

By:________________________________ Name: Title:

15822217.10

LENDER: SOLAR FINANCE INC., a Delaware corporation

By: _____________________________________ Name: Title:

WITH RESPECT TO ARTICLES 4 AND 5 AND SECTION 8.1 ONLY: OPERATING LESSEE: GRAND PRIX FLOATING LESSEE LLC, a Delaware limited liability company

By: _____________________________________ Name: Title:

SCHEDULE I Reserved

15822217.10

SCHEDULE II Rent Roll / Leases

FLOATING PROPERTIES

No.
1.

Property
Addison Summerfield Suites

Lessor
Operating Lease: Grand Prix Addison (SS) LLC As assignee from: Innkeepers Summerfield General II, LP Operating Lease: Grand Prix Albany LLC As assignee from: Innkeepers Financing Partnership IV, LP Operating Lease: Grand Prix Atlantic City LLC As Assignee from: Innkeepers USA LP Operating Lease: Grand Prix Bulfinch LLC As assignee from: Innkeepers USA, LP Operating Lease: Lessor: Grand Prix East Lansing LLC As assignee from: Innkeepers Residence East Lansing, LP

Lessee Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco IV, Inc. Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco IV, Inc. Grand Prix Floating Lessee LLC As Assignee from: KPA Leaseco, Inc. Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc. Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc. (per 2/1/04 assignment from Innkeepers Hospitality III, Inc.) Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc.

Date of Lease 4/1/04 (with amendment as of same date)

2.

Albany / Latham Hampton Inn

9/24/04

3.

Atlantic City Courtyard

June __, 2007

4.

Boston Bulfinch

11/14/05

5.

East Lansing Gatehouse Inn

11/1/96 (amended 11/1/02)

6.

Ft. Walton Beach Sheraton Four Points

Operating Lease: Lessor: KPA/GP Ft. Walton Beach LLC As assignee from:

5/19/04

15822217.10

FLOATING PROPERTIES

No.
7.

Property
Ft. Wayne Residence Inn

Lessor
KPA Ft. Walton, LLC Operating Lease: Lessor: Grand Prix Ft. Wayne LLC As assignee from: Innkeepers RI General, LP

Lessee

Date of Lease

Lessee: Grand Prix Floating Lessee LLC

12/30/97 (amended 11/1/02)

8.

As assignee from: KPA Leaseco, Inc. (per 1/1/04 assignment from Innkeepers Hospitality III, Inc.) Grand Rapids Operating Lease: Lessee: Gatehouse Inn Lessor: Grand Prix Floating Grand Prix Grand Rapids LLC Lessee LLC As assignee from: Innkeepers Residence Grand Rapids, LP As assignee from: KPA Leaseco, Inc. (per 1/1/04 assignment from Innkeepers Hospitality III, Inc.) Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc. (per 1/1/04 assignment from Innkeepers Hospitality III, Inc.) Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc. Lessee: Grand Prix Floating

11/1/96 (amended 11/1/02)

9.

Indianapolis Gatehouse Inn

Operating Lease: Lessor: Grand Prix Indianapolis LLC As assignee from: Innkeepers RI General, LP

12/30/97 (amended 11/1/02)

10.

Louisville Hampton Inn

Operating Lease: Lessor: KPA/GP Louisville (HI) LLC As assignee from: KPA Louisville, LLC

6/28/04

11.

Montvale Courtyard

Operating Lease: Lessor:

June __, 2007

FLOATING PROPERTIES

No.

Property

Lessor
Grand Prix Montvale LLC As Assignee from: Innkeepers USA LP

Lessee Lessee LLC As Assignee from: KPA Leaseco, Inc. Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc. Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc. Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco II, Inc.

Date of Lease

12.

Morristown Westin

Operating Lease: Lessor: Grand Prix Morristown LLC As assignee from: Innkeepers Morristown, LLC

5/12/05

13.

Rockville Sheraton

Operating Lease: Lessor: Grand Prix Rockville LLC As assignee from: Innkeepers Rockville, LLC

11/10/06

14.

Troy (Central) Residence Inn

Operating Lease: Lessor: Grand Prix Troy (Central) LLC As assignee from: Innkeepers Financing Partnership II, LP

10/7/05

15.

Troy (SE) Residence Inn

Operating Lease: Lessor: Grand Prix Troy (SE) LLC As assignee from: Innkeepers Financing Partnership II, LP

Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco II, Inc. Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc.

10/7/05

16.

Valencia Operating Lease: Embassy Suites Lessor: KPA/GP Valencia LLC As assignee from:

June __, 2007

FLOATING PROPERTIES

No.
17.

Property
West Palm Beach Best Western

Lessor
KPA Valencia LLC Operating Lease: Lessor: Grand Prix West Palm Beach LLC As assignee from: Innkeepers Financing Partnership, LP

Lessee

Date of Lease

Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc.

9/24/04

1/1/00 Restaurant Lease: Lessor: Grand Prix West Palm Beach LLC As assignee from: Innkeepers Financing Partnership, LP 18. Woburn Hampton Inn Operating Lease: Lessor: Grand Prix Woburn LLC As assignee from: Innkeepers USA, LP

Lessee: IHOP c/o Anand Enterprise, Inc. 8111 South Dixie Hwy. West Palm Beach, FL 33406 Lessee: Grand Prix Floating Lessee LLC As assignee from: KPA Leaseco, Inc. (per 1/1/04 assignment from Innkeepers Hospitality, Inc.) Lessee: Bay Back Restaurant Group, Inc. 284 Newbury Street Boston, MA 02115 8/9/06

Restaurant Lease: Lessor: Grand Prix Woburn LLC As assignee from: Innkeepers USA, LP As assignee from: 128 Motel Corporation

1/10/89

FLOATING PROPERTIES

No.
29.

Property
Harrisburg Residence Inn

Lessor
Operating Lease: Lessor: Grand Prix Harrisburg LLC As assignee from: Innkeepers USA, LP

Lessee Lessee: Grand Prix Fixed Lessee LLC As assignee from: KPA Leaseco, Inc. Lessee: Grand Prix Fixed Lessee LLC As assignee from: KPA Leaseco V, Inc. (per 12/1/03 assignment from Innkeepers Hospitality VII, Inc.)

Date of Lease 5/7/06

20.

Ontario Residence Inn

Operating Lease: Lessor: Grand Prix Ontario LLC As assignee from: Innkeepers RI General, LP

12/30/97

SCHEDULE III Form of Advance Request

LENDER: Solar Finance Inc. DATE: PERIOD COVERED: ______________ to

BORROWER: PREMISES:

Pursuant to that certain Senior Secured Super Priority Debtor-in-Possession Loan Agreement (Loan Agreement), Borrower hereby requests an advance, which is calculated as follows: (1) Amount Requisitioned for the Period Covered (as stated above): Less interest/fees already capitalized for the Period Covered: (_____________) Amount of new proceeds (1-2): loan $____________ $____________

(2)

(3)

(4)

Less Lender holdbacks for Reimbursements: (_____________) Net Amount of wire (3-4): $____________

(5)

Borrower requests that the funds be wired on _____________ [DATE] in accordance with the Loan Agreement to the following account: Amount: Bank: ABA #: Account Name: Account #: Attention:

In connection with and in order to induce Lender to advance the amount requested on the previous page, Borrower hereby represents and warrants as follows:

15822217.10

(a) All sums previously requisitioned have been applied to the payment of the [PIPs/Cycle Renovations] heretofore incurred. (c) Names, addresses, contract dates and amounts for the trade contractors responsible for performing each PIP have been heretofore or are herewith submitted to Lender along with copies of any trade contracts not previously delivered to Lender. (d) Set forth on Exhibit A hereto is a true, complete and correct description of all [Other Franchise PIP Work/Cycle Renovations] to be paid in connection with this advance in accordance with the [PIP Budget/Cycle Renovations Budget]. (e) All Payment Receipts due as of the end of the period covered have been submitted to Lender. Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Loan Agreement. Very truly yours, Subscribed and sworn to before me on __________________, 20__

Notary Public

[Borrower]

[Stamp and Seal] By: Name: Title: [Seal]

Exhibit A to Schedule III [See Attached]

SCHEDULE IV Organizational Chart Of Borrower

15822217.10

SCHEDULE V Reserved

15822217.10

SCHEDULE VI Ground Leases Best Western, Palm Beach, Florida Ground Lease dated February 16, 1985 between Rinker Materials Corp., as lessor, and Gulfstream Capital Group, Inc., as lessee, as assigned by Gulfstream Capital Group, Inc. to Palm Beach Hotel Associates, Ltd., as assigned by Palm Beach Hotel Associates, Ltd. to Innkeepers USA Limited Partnership under Consent to Assignment and Assumption of Ground Lease dated September 23, 1994 and as assigned by Innkeepers USA Limited Partnership to Innkeepers Financing Partnership, LP under Consent to Assignment and Assumption of Ground Lease dated March 27, 1995, as the same may be amended, modified or supplemented from time to time. Hampton Inn, Woburn, Massachusetts Lease Agreement dated July 10, 1963, by and between Rotondi Realty Corporation, as lessor, and Howard D. Johnson Company, as lessee, as amended by First Amendment to Ground Lease dated October 3, 1986, by and between Robert S. Agnello, as lessor, and Koala Inns, Inc., as lessee, as amended by Second Amendment to Ground Lease dated October 3, 1986, by and between Robert S. Agnello, as lessor, and TFG-K Inns Associates, as lessee, as amended by Third Amendment to Ground Lease dated August 23, 1990, by and between RSA Realty, Inc., as lessor, and TFG-K Inns Associates, as lessee, as amended and restated by the Fourth Amended and Restated Ground Lease dated October 31, 1991, by and between RSA Realty Inc., as lessor, and 128 Motel Corporation, as lessee, as amended by Confirmatory Amendment to Restated and Amended Ground Lease dated May 6, 1993, by and between RSA Realty Inc., as lessor, and 128 Motel Corporation, as lessee, as assigned by 128 Motel Corporation to Innkeepers USA Limited Partnership under Lease Assignment and Assumption dated August [__], 1996, as the same may be amended, modified or supplemented from time to time.

15822217.10

SCHEDULE VII O&M Program Properties Westin Inn, Morristown, NJ

15822217.10

SCHEDULE VIII Reserved

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SCHEDULE IX Reserved

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SCHEDULE X Franchise Agreement / Franchisor Individual Property Embassy Suites, Valencia, CA Description of Franchise Agreement Amended and Restated Franchise License Agreement as of June 29, 2007 by and between Promus Hotels, Inc. and Grand Prix Floating Lessee LLC All documents executed in connection with the Best Western franchise as of June 29, 2007 by and between Best Western and Grand Prix Floating Lessee LLC Change of Ownership License Agreement as of June 29, 2007 by and between The Sheraton Corporation and Grand Prix Floating Lessee LLC Relicensing Franchise Agreement as of June 29, 2007 by and between Marriott International Inc. and Grand Prix Floating Lessee LLC n/a Amended and Restated Franchise License Agreement as of June 29, 2007 by and between Promus Hotels, Inc. and Grand Prix Floating Lessee LLC n/a Amended and Restated Franchise License Agreement as of June 29, 2007 by and between Promus Hotels, Inc. and Grand Prix Floating Lessee Franchisor Promus Hotels, Inc.

Best Western, West Palm Beach, FL

Best Western

Sheraton Four Points, Fort Walton Beach, FL

The Sheraton Corporation

Residence Inn, Fort Wayne, IN

Marriott International Inc.

Residence Inn, Indianapolis, IN Hampton Inn Louisville Downtown, Louisville, KY

n/a Promus Hotels, Inc.

Bulfinch, Boston, MA Hampton Inn, Woburn, MA

n/a Promus Hotels, Inc.

15822217.10

Sheraton, Rockville, MD

Residence Inn, East Lansing, MI Residence Inn, Grand Rapids, MI Residence Inn Troy Central, Troy, MI

LLC Change of Ownership License Agreement as of November 10, 2006 by and between The Sheraton LLC and KPA Leasco, Inc., as assigned by KPA Leasco, Inc. to Grand Prix Floating Lessee LLC (which assignment has been consented to by The Sheraton LLC) n/a n/a Relicensing Franchise Agreement as of June 29, 2007 by and between Marriott International Inc. and Grand Prix Floating Lessee LLC Relicensing Franchise Agreement as of June 29, 2007 by and between Marriott International Inc. and Grand Prix Floating Lessee LLC Relicensing Franchise Agreement as of June 29, 2007 by and between Marriott International Inc. and Grand Prix Floating Lessee LLC Relicensing Franchise Agreement as of June 29, 2007 by and between Marriott International Inc. and Grand Prix Floating Lessee LLC Change of Ownership License Agreement as of June 29, 2007 by and between Westin License Co. and Grand Prix Floating Lessee LLC

The Sheraton LLC

n/a n/a Marriott International Inc.

Residence Inn Troy Southeast, Madison Heights, MI

Marriott International Inc.

Courtyard, Atlantic City, NJ

Marriott International Inc.

Courtyard, Montvale, NJ

Marriott International Inc.

Westin Inn, Morristown, NJ

Westin License Co.

Hampton Inn Albany, Cohoes, NY

Summerfield Suites, Addison, TX

Residence Inn, Harrisburg, PA

Residence Inn, Ontario, CA

Amended and Restated Franchise License Agreement as of June 29, 2007 by and between Promus Hotels, Inc. and Grand Prix Floating Lessee LLC Franchise Agreement as of June 29, 2007 by and between Summerfield Hotel Co., LLC and Grand Prix Floating Lessee LLC Relicensing Franchise Agreement as of June 29, 2007 by and between Marriott International Inc. and Grand Prix Floating Lessee LLC Relicensing Franchise Agreement as of June 29, 2007 by and between Marriott International Inc. and Grand Prix Floating Lessee LLC

Promus Hotels, Inc.

Summerfield Hotel Co., LLC

Marriott International Inc.

Marriott International Inc.

SCHEDULE XI Required Capital Improvements

15822217.10

SCHEDULE XII Reserved

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SCHEDULE XIII Reserved

15822217.10

SCHEDULE XIV Reserved

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SCHEDULE XV Lessee Purchase Options None

15822217.10

SCHEDULE XVI Additional Ongoing Financial Reporting (1) Within thirty (30) days after the end of each calendar month, Borrower shall furnish, or cause to be furnished, to Lender the following items, which items shall be accompanied by a certificate of a Responsible Officer or other appropriate officer of Borrower, stating that such items are true, correct, accurate, and complete and fairly present the financial condition and results of operations of Borrower and the Properties: (i) a variance analysis report (a comparison of budgeted income and expenses and actual income and expenses together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for the prior calendar month); (ii) an aged payables report;

(iii) a so-called G&A report (which G&A report shall include all G&A expenses of Innkeepers USA Limited Partnership and Innkeepers USA Trust) and the amount thereof allocated to the Individual Properties; (iv) bank statements for the Lockbox Accounts (as defined in the Existing Loan Agreement) for the prior calendar month; (v) evidence of insurance payments upon renewal of the Insurance Policies or increases in the insurance coverage for the prior calendar month; and (vi) a summary of all Taxes paid, due or owing and a copy of all Tax invoices received by Borrower or its Affiliates with respect to the Properties for the prior calendar month. (2) Within thirty (30) days following the commencement of each calendar year, Borrower shall submit to Lender an annual budget for each Individual Property.

130

EXHIBIT A Final Order [See Attached]

131

EXHIBIT B Form of Assignment of Management Agreement CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT THIS CONDITIONAL ASSIGNMENT OF MANAGEMENT AGREEMENT (this Assignment) is made as of the ____ day of _______________, 2010, by THE PERSONS SET FORTH IN SCHEDULE I ATTACHED HERETO, each a Delaware limited liability company, having an address at c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480, and a debtor and debtor-in-possession in a case pending under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. 101 et seq., as amended) (each individually and collectively, as the context requires, Borrower) and GRAND PRIX FLOATING LESSEE LLC, a Delaware limited liability company, at c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480 (Operator) to SOLAR FINANCE INC., a Delaware corporation, having an address at 1271 Avenue of the Americas, 38th Floor, New York, New York 10020, and is acknowledged and consented to by ISLAND HOSPITALITY MANAGEMENT, INC., a Florida corporation, having its principal place of business at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 (Manager). RECITALS: A. Lender has advanced a loan to Borrower (the Loan) pursuant to that certain Senior Secured Super Priority Debtor-in-Possession Loan Agreement dated as of September [1], 2010 among Borrower, Operator and Lender (such Senior Secured Super Priority Debtor-in-Possession Loan Agreement, as same may be amended, supplemented, restated or otherwise modified from time to time, is hereinafter referred to as the Loan Agreement). B. Borrower and Operator are affiliated entities. Pursuant to certain operating leases (collectively, the Operating Leases), each Borrower leases each Property to Operator, which in turn operates the Properties on Borrowers behalf. C. Pursuant to the Management Agreement attached as Exhibit A hereto (the Management Agreement), Operator employed Manager exclusively to operate and manage the Properties and Manager is entitled to certain rights thereunder, including without limitation the right to payment of certain management fees payable thereunder (the Management Fees). As set forth herein, in the event any Operating Lease is terminated (other than in connection with the exercise of Lenders rights under the Loan Documents) Manager has agreed to recognize Borrowers as the successor to Operator under the Management Agreement with respect to the related Property(ies). D. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Loan Agreement. AGREEMENT:

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For good and valuable consideration the parties hereto agree as follows: 1. Assignment of Management Agreement. As additional collateral security for the Loan, and subject to the terms and conditions of this Assignment, Borrower and Operator each hereby conditionally transfer, set over and assign to Lender all of Borrowers and Operators respective right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lenders option, upon the occurrence of an Event of Default. 2. Borrower, Operator and Managers Covenants. Borrower, Operator and Manager hereby covenant with Lender that during the term of this Assignment: (a) Borrower, Operator and/or Manager shall not transfer the responsibility for the management of the Properties to any other Person except in accordance with the Loan Agreement; (b) Borrower, Operator and/or Manager shall not modify or amend any of the material terms or provisions of the Management Agreement or surrender or terminate the Management Agreement except in accordance with the terms thereof and in accordance with the Loan Agreement; and (c) Borrower, Operator or Manager, as the case may be, shall, in the manner provided for in this Assignment, give notice to Lender of any notice received that Borrower, Operator or Manager, as the case may be, intends to terminate or surrender the Management Agreement or that Manager is otherwise discontinuing its management of any of the Properties. 3. Termination. This Assignment and all of Lenders right, title and interest hereunder with respect to the Management Agreement shall terminate upon repayment in full of the Loan. Additionally, upon the release of any Individual Property from the lien of the applicable Security Instrument in accordance with the terms and provisions of the Loan Agreement, the Management Agreement shall be deemed amended to release such Individual Property from the terms thereof and this Assignment shall automatically terminate with respect solely to such Individual Property upon the occurrence of such release. Upon any such release, the terms of the Management Agreement and this Assignment shall otherwise remain unmodified and in full force and effect (and at the request of any party hereto the applicable parties shall execute such documentation as is reasonably necessary to evidence such amendment to the Management Agreement). 4. Estoppel. Manager represents and warrants to the best of its knowledge and belief with respect to the Management Agreement that as of the date hereof (a) the Management Agreement is in full force and effect and has not been modified, amended or assigned other than pursuant to this Assignment, (b) none of Borrower, Operator or Manager are in default under any of the terms, covenants or provisions of the Management Agreement and there exists no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (c) none of Borrower, Operator or Manager have commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (d) the Management Fees and all other sums due and payable to Manager under the Management Agreement have been paid in full except such amounts as are scheduled for payment in the next thirty (30) days. 5. Agreement by Borrower, Operator and Manager; Lenders Right to Replace Manager. Borrower, Operator and Manager hereby agree that if (a) Manager shall

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become insolvent or a debtor in any bankruptcy or insolvency proceeding, (b) there exists an Event of Default, or (c) there exists a default by Manager under the Management Agreement during the term of this Assignment that continues beyond any applicable notice and cure periods thereunder, then in any such event, at the option of Lender exercised by written notice to Borrower, Operator and Manager, Lender may exercise its rights under this Assignment and may immediately terminate the Management Agreement and require Manager to transfer its responsibility for the management of the Properties to a Qualified Manager pursuant to a Replacement Management Agreement. 6. Subordination of Management Agreement. The Management Agreement and any and all liens, rights and interests (whether choate or inchoate and including, without limitation, all mechanics and materialmens liens under applicable law) owed, claimed or held, by Manager in and to each Property, are and shall be in all respects subordinate and inferior to the liens and security interests created or to be created for the benefit of Lender, and securing the repayment of the Note and the obligations under the Loan Agreement, including, without limitation, those created under the Security Instruments, and all renewals, extensions, increases, supplements, amendments, modifications or replacements thereof. 7. Subordination of Management Fees. Borrower, Operator and Manager hereby agree that Manager shall not be entitled to receive any fee, commission or other amount payable to Manager under the Management Agreement (including, without limitation, any base management fees and performance-based incentive management fees) for and during any period of time that any amount due and owing Lender under the Note and the Loan Agreement is not paid when due and for and during any period of time that Manager shall not be in compliance with Section 14 hereof; provided, however, that (i) Manager has been notified that such amounts have not been paid, (ii) Manager shall not be obligated to return or refund to Lender any fee, commission or other amount already received by Manager, and to which Manager was entitled under this Assignment; and (iii) subject to the provisions of Sections 12 and 14 hereof, Manager shall be entitled to cease management of the Properties and terminate the Management Agreement (as well as seek other available remedies) in the event that it is not paid the Management Fees due thereunder. 8. Consent and Agreement by Manager. Manager hereby acknowledges and consents to this Assignment and the terms and provisions of Section 5.1.18 of the Loan Agreement, a copy of which Manager acknowledges receiving. Manager agrees that it will act in conformity with the provisions of this Assignment and Section 5.1.18 of the Loan Agreement and Lenders rights hereunder or otherwise related to the Management Agreement. Further, Manager hereby agrees that it shall, in the manner provided for in this Assignment, give Lender notice and an opportunity to cure any default or termination event in accordance with the provisions of Section 12 hereof. 9. Further Assurances. Manager further agrees to (a) execute such affidavits and certificates as Lender shall reasonably require to further evidence the agreements herein contained, (b) on request from Lender, furnish Lender with copies of such information as Borrower and Operator are entitled to receive under the Management Agreement and (c) cooperate with Lenders representative in any inspection of all or any portion of each Property. Manager hereby acknowledges that some, or all, permits, licenses and authorizations necessary

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for the use, operation and maintenance of the Properties (the Permits) may be held by, or on behalf of, Manager. By executing this Assignment, Manager (i) agrees that it is holding or providing all such Permits for the benefit of Borrower and Operator and (ii) hereby agrees that as security for the repayment of the Debt by Borrower in accordance with the Loan Agreement, to the extent permitted by applicable law, Manager hereby grants to Lender a security interest in and to the Permits. Moreover, Manager hereby agrees that, upon an uncured Event of Default, it will assign the Permits to Lender if such Permits are assignable. If in connection with a foreclosure, deed in lieu of foreclosure or other exercise of Lenders remedies, Lender or its designee is unable to obtain one or Permits with respect to any or all of the Properties (any such Property, a Permit Issue Property), Lender may (without limitation of the provisions of Section 12 hereof) upon written notice to Manager require Manager to attorn to Lender under the Management Agreement with respect to any such Permit Issue Property (it being agreed that Lender may terminate the Management Agreement with respect to the balance of the Properties in accordance with the terms hereof). The attornment described in the preceding sentence, shall be in accordance with the provisions of Section 12 hereof, provided that Lender shall thereafter have the right to terminate the Management Agreement with respect to any Permit Issue Property upon not less than thirty (30) days prior notice to Manager following receipt by Lender or its designee of the related Permit(s) or a determination that the same are not necessary for the operation of the applicable Permit Issue Property(ies) (in which event the Management Agreement and Managers rights thereunder shall terminate on the date set forth in such notice). 10. Manager Not Entitled to Rents. Manager acknowledges and agrees that it is collecting and processing the Rents solely as the agent for Borrower and Operator and Manager has no right to, or title in, the Rents. Manager waives any claim to the Rents other than as such Rents may be used to pay the fees and compensation of Manager pursuant to the terms and conditions of the Management Agreement. 11. Managers Rights. Notwithstanding anything to the contrary contained herein, the parties hereto hereby agree that Manager (a) shall have no responsibility for the payment of any Operating Expenses (as defined in the Management Agreement) or similar costs (provided that Manager shall be responsible for the performance of certain obligations under the Management Agreement), and to the extent that any such costs have been advanced by Manager (including without limitation wages and payroll costs), Operator shall promptly reimburse the same to Manager pursuant to the Management Agreement; and (b) may (subject to the provisions of Section 12 hereof) terminate the Management Agreement in the event that Management Fees due thereunder are not fully paid as required thereby. 12. (a) Notice and Cure. Management Agreement Defaults; Termination Events.

(1) Manager shall provide Lender with notice of any event of a default by Operator in the performance or observance of any of the terms and conditions of the Management Agreement or in the instance in which any event which would otherwise entitle Manager to terminate the Management Agreement shall arise (any such event, a termination event), in accordance with Section 16 of this Agreement (the First Notice); which notice shall be provided simultaneous with any notice provided to Operator under the Management

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Agreement. In addition, in the event that any such default or termination event is not cured within the applicable cure period set forth in the Management Agreement, and Manager intends to exercise its remedy of terminating the Management Agreement in connection therewith, Manager shall send a second notice (the Second Notice) to Lender in accordance with Section 16 hereof, stating Managers intention to terminate the Management Agreement. Manager shall forbear from taking any action to terminate the Management Agreement for a period of thirty (30) days after the service of the First Notice, and for an additional period of sixty (60) days after the service of the Second Notice (if such Second Notice is required, as set forth above). Furthermore, Manager shall not terminate the Management Agreement in the event Lender shall (within the initial thirty (30) day time period set forth in the preceding sentence) have commenced and thereafter shall diligently pursue the cure of any such default. (2) No notice given by Manager to Operator shall be effective as a notice under the Management Agreement unless the applicable duplicate notice to Lender which is required under the immediately preceding paragraph (1) (either the First Notice or the Second Notice, as the case may be) is given to Lender in accordance with this Agreement. It is understood that any failure by Manager to give such a duplicate notice (either the First Notice or the Second Notice, as the case may be) to Lender shall not be a default by Manager either under this Agreement or under the Management Agreement, but rather shall operate only to void the effectiveness of any such notice by Manager to Operator, as the case may be, under the Management Agreement. (3) Manager agrees to accept performance by Lender with the same force and effect as if same were performed by Operator, as the case may be, in accordance with the provisions and within the cure periods prescribed in the Management Agreement. Except as specifically limited in the foregoing paragraphs, nothing herein shall preclude Manager from exercising any of its rights or remedies against Operator with respect to any default by Operator under the Management Agreement. (b) Loan Defaults. Lender shall provide Manager with copies of any notices of any Event of Default under the Loan Documents in accordance with the provisions of Section 16 of this Agreement; which notice shall be provided simultaneous with (and by the same means as) any notice provided to Borrower or Operator under the Loan Documents. The failure to so provide such notice shall not preclude Lender from exercising any of its rights or remedies against Borrower and/or Operator with respect to any such Event of Default under the Loan Documents. 13. Attornment.

(a) Manager hereby acknowledges that pursuant to the terms of the Loan Agreement and the Security Instruments, Lender or any purchaser at a foreclosure sale, deed in lieu of foreclosure or other similar transfer, as applicable, may be granted certain rights to terminate any of the Operating Leases prior to or in connection with a foreclosure, deed in lieu of foreclosure or other similar transfer. In the event Lender or such purchaser, as applicable, elects to terminate one or more Operating Leases either in connection with a foreclosure or as otherwise permitted and does not then elect to terminate the Management Agreement pursuant to

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the provisions of Section 5 hereof, Manager shall attorn to Lender or such purchaser as Lessee under the Management Agreement, for the balance of the remaining term thereof (and any renewals thereof which may be effected in accordance with the Management Agreement) or until the Management Agreement is sooner terminated in accordance with the terms hereof or thereof, with the same force and effect as if Lender or such purchaser were the Lessee under the Management Agreement. Nothing contained in this Agreement shall be construed to obligate the Lender or any such purchaser to cure any default by Operator under the Management Agreement occurring prior to any date on which Lender or such purchaser shall succeed to the rights of Lessee under the Management Agreement. In addition, Lender and any such purchaser shall in no event (a) be liable to the Manager for any act or omission of any prior Lessee under the Management Agreement, (b) be subject to any offset or defense which the Manager might have against any prior Lessee under the Management Agreement, or (c) be liable to the Manager for any liability or obligation of any prior Lessee under the Management Agreement occurring prior to the date that the Lender or any such purchaser succeeds to the interest of Lessee under the Management Agreement. (b) In the event any Operating Lease is terminated by Borrower or Operating Lessee (as opposed to a termination of any Operating Lease by Lender in connection with Lenders exercise of its rights under the Loan Documents), Manager shall recognize and attorn to Borrower as Operators successor under the Management Agreement as the same relates to the applicable Property(ies), and all references herein with respect to such Property(ies) to Operator shall be deemed to refer to Borrower. None of the foregoing shall in any way alter, limit, modify or impair Lenders lien on the Properties and Lenders rights and the remedies hereunder and under any of the other Loan Documents; nor shall any of the foregoing be deemed a consent by Lender to the termination of any Operating Lease (it being understood and agreed that neither Borrower nor Operator is permitted to terminate any Operating Lease absent Lenders consent to be granted or withheld in accordance with the terms of the Loan Documents). 14. Cooperation of Manager. In the event that the responsibility for the management of any Property is transferred from Manager in accordance with the provisions of this Assignment or otherwise, Manager shall fully cooperate in transferring its responsibility to a new management company and effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated with respect to such Property, or such longer period of time as Lender shall determine is necessary to effectuate such transfer. 15. Governing Law. This Assignment shall be governed, construed, applied and enforced in accordance with Section 10.3 of the Loan Agreement. 16. Notices. All notices required or permitted hereunder shall be given and shall become effective as provided in Section 10.6 of the Loan Agreement. All notices to Manager shall be addressed as follows: Island Hospitality Management, Inc. 50 Cocoanut Row Palm Beach, Florida 33480 Attention: Roger Pollak

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Facsimile No.: (561) 804-0903 17. No Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Manager, Borrower, Operator or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 18. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Manager, Borrower, Operator and Lender and their respective successors and assigns forever. 19. Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 20. Headings, etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 21. WAIVER OF TRIAL BY JURY. EACH BORROWER, OPERATOR AND MANAGER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE APPLICATION FOR THE LOAN EVIDENCED BY THE NOTE, THIS ASSIGNMENT, THE NOTE, THE SECURITY INSTRUMENTS OR THE OTHER LOAN DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS OR AGENTS IN CONNECTION THEREWITH. 22. Submission to Jurisdiction. With respect to any claim or action arising hereunder, each Borrower, Operator and Manager (a) irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York, New York, and appellate courts from any thereof, and (b) irrevocably waives any objection which it may have at any time to the laying on venue of any suit, action or proceeding arising out of or relating to this Assignment brought in any such court, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. 23. Duplicate Originals; Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment. The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

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24. Number and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 25. Servicer. The Lender delegates some or all of its responsibility and/or obligations to a Servicer. All references to Lender herein shall refer to and include any such Servicer to the extent applicable. 26. Miscellaneous. (a) Wherever pursuant to this Assignment (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms are satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein. (b) Wherever pursuant to this Assignment it is provided that Borrower and Operator pay any costs and expenses, such costs and expenses shall include, but not be limited to, legal fees and disbursements of Lender. 27. Joint and Several Liability. If Borrower consists of more than one Person, each Borrower shall be jointly and severally liable for the obligations of all Borrowers under this Agreement. If Operator consists of more than one Person, each Operators shall be jointly and severally liable for the obligations of all Operators under this Agreement.

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IN WITNESS WHEREOF the undersigned have executed this Conditional Assignment of Management Agreement as of the date and year first written above. BORROWER: KPA/GP VALENCIA LLC GRAND PRIX WEST PALM BEACH LLC GRAND PRIX FT. WAYNE LLC GRAND PRIX INDIANAPOLIS LLC KPA/GP LOUISVILLE (HI) LLC GRAND PRIX BULFINCH LLC GRAND PRIX WOBURN LLC GRAND PRIX ROCKVILLE LLC GRAND PRIX EAST LANSING LLC GRAND PRIX GRAND RAPIDS LLC GRAND PRIX TROY (CENTRAL) LLC GRAND PRIX TROY (SE) LLC GRAND PRIX ATLANTIC CITY LLC GRAND PRIX MONTVALE LLC GRAND PRIX MORRISTOWN LLC GRAND PRIX ALBANY LLC GRAND PRIX ADDISON (SS) LLC GRAND PRIX HARRISBURG LLC GRAND PRIX ONTARIO LLC, each a Delaware limited liability company

By:

________________________________ Name: Title:

OPERATOR: GRAND PRIX FLOATING LESSEE LLC, a Delaware limited liability company By: ________________________________ Name: Title:

[SIGNATURES CONTINUE ON FOLLOWING PAGES]

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LENDER: SOLAR FINANCE INC., a Delaware corporation By: Name: Title:

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

Innkeepers - Conditional Assignment of Management Agreement

MANAGER: ISLAND HOSPITALITY INC., a Florida corporation By: Name: JEFFREY H. FISHER Title: PRESIDENT MANAGEMENT,

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SCHEDULE I BORROWER KPA/GP Valencia LLC Grand Prix West Palm Beach LLC Grand Prix Ft. Wayne LLC Grand Prix Indianapolis LLC KPA/GP Louisville (HI) LLC Grand Prix Bulfinch LLC Grand Prix Woburn LLC Grand Prix Rockville LLC Grand Prix East Lansing LLC Grand Prix Grand Rapids LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Atlantic City LLC Grand Prix Montvale LLC Grand Prix Morristown LLC Grand Prix Albany LLC Grand Prix Addison (SS) LLC Grand Prix Harrisburg LLC Grand Prix Ontario LLC

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EXHIBIT A TO EXHIBIT B MANAGEMENT AGREEMENT