Exhibit
10.1





 


RESTRUCTURING
SUPPORT AGREEMENT


 


THIS
RESTRUCTURING SUPPORT AGREEMENT (including all exhibits and schedules attached hereto, and as may be amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of May 19,
2021, is entered into by and among Hospitality Investors Trust, Inc. (“HIT” and together with its subsidiaries, the
 “Company”), Hospitality Investors Trust Operating Partnership, L.P. (“HITOP,” and together with
HIT, the “Debtors”) and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC (“Brookfield
Investor”). Each of the foregoing shall be referred to herein as a “Party” and collectively as the “Parties.”


 


RECITALS


 


A.          As
of the date hereof, Brookfield Investor holds all of the issued and outstanding shares of preferred stock of HIT (“HIT Preferred
Stock”) and Class C Preferred Units of HITOP (“HITOP Preferred Units”) (together, the “Existing
Preferred Interests”).


 


B.           The
Debtors are parties to certain loan agreements as follows (collectively, the “Loan Agreements”):


 


		(a)	The
                                            Pool I Loan Agreements, entered into by and between certain subsidiaries of the Debtors as
                                            borrowers and with the Debtors as guarantors, each dated as of May 1, 2019, as amended and
                                            assigned (the “Pool I Loan Agreements”)



 


		(i)	a
                                            loan agreement between certain of the Debtors’ subsidiaries, as borrower, and Wells
                                            Fargo Bank, National Association, as trustee for the benefit of the certificate holders of
                                            HPLY Trust 2019-HIT, Commercial Mortgage Pass-Through Certificates, Series 2019-HIT and the
                                            RR Interest Owners, and with the Debtors as guarantors (the “92-Pack Mortgage Loan
                                            Agreement”);



 


		(ii)	a
                                            mezzanine A loan agreement between certain of the Debtors’ subsidiaries, as borrower,
                                            and Nonghyup Bank, as trustee of Meritz Private Real Estate Fund 20 (the “Mezzanine
                                            A Lender”), and with the Debtors as guarantors (the “92-Pack Mezzanine
                                            A Loan Agreement”); and,



 


		(iii)	a
                                            mezzanine B loan agreement between certain of the Debtors’ subsidiaries, as borrower,
                                            and CC6 Investments Ltd. and NC Garnet Fund, L.P. (the “Mezzanine B Lender”)
                                            (the “92-Pack Mezzanine B Loan Agreement”)



 


		(b)	The
                                            Pool II Loan Agreement, entered into by and between certain subsidiaries of the Debtors as
                                            borrowers, and Wilmington Trust, National Association, as trustee for the benefit of the
                                            holders of COMM 2015-LC23 Mortgage Trust Commercial Mortgage Pass-Through Certificates, in
                                            such capacity, and on behalf of any related serviced companion loan noteholders, as lender,
                                            and HIT as guarantor, dated as of October 6, 2015, as amended (the “Pool II Loan
                                            Agreement”).





     


     


    


		(c)	The
                                            Term Loan agreement, entered into by and between certain subsidiaries of the Debtors, as
                                            borrowers, Citibank, as administrative agent and collateral agent, the lenders party thereto
                                            from time to time, and the Debtors as guarantors, dated as of April 27, 2017, as amended
                                            (the “Term Loan Agreement”).



 


		(d)	The
                                            Hilton Garden Inn-Blacksburg Joint Venture Loan agreement, entered into by and between certain
                                            joint venture partner subsidiaries of the Debtors, as borrowers, Wilmington Trust, National
                                            Association, as Trustee, for the benefit of the holders of COMM 2015-CCRE24 Mortgage Trust
                                            Commercial Mortgage Pass-Through Certificates, as lender, and HIT as guarantor, dated as
                                            of May 20, 2015, as amended (the “HGI-Blacksburg Loan”).



 


		(e)	The
                                            Westin Virginia Beach Joint Venture Loan Agreement, entered into by and between TCA Block
                                            7 Hotel, L.L.C., a less than majority-owned subsidiary of the Debtors, as borrower, U.S.
                                            Bank National Association, as Trustee, for the benefit of the holders of COMM 2014-CCRE17
                                            Mortgage Trust Commercial Mortgage Pass-Through Certificates, as lender, and HIT and certain
                                            other parties as guarantors, dated as of April 8, 2014, as amended (the “Westin
                                            Va Beach Loan”).



 


C.           Certain
of the Debtors’ subsidiaries are parties to agreements with Crestline Hotels and Resorts, LLC (the “Crestline Management
Agreements”) that govern the management of certain properties owned by the Debtors and their subsidiaries.


 


D.           Certain
of the Debtors’ subsidiaries are parties to agreements (the “Franchise Agreements”) with franchisors (the “Franchisors”)
pursuant to which such subsidiaries license certain intellectual property from franchisors and the right to operate the hotels under
certain proprietary marks and systems.


 


E.           Certain
of the Debtors’ subsidiaries are parties to certain ground leases with lessors (the “Ground Lessors”) for hotels
where HIT’s indirect ownership represents a leasehold interest (the “Ground Leases”).


 


F.           HIT
has engaged in extensive arms’ length discussions with Brookfield Investor and the various parties to the Loan Agreements, the
Crestline Management Agreements, the Franchise Agreements, and the Ground Leases concerning a potential restructuring and recapitalization
of the Company’s capital structure on the terms set forth in this Agreement and as specified in the respective third party restructuring
documents (the “Third Party Restructuring Documents” and the transactions contemplated thereunder, the “Third
Party Restructuring Transactions”) and the Debtors have obtained the requisite approvals described in Section 3(b) hereunder,
including execution and delivery of each of the Third Party Restructuring Documents, and such approvals and the Third Party Restructuring
Documents remain in full force and effect (the “Requisite Third Party Restructurings”).




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G.            The
compensation committee of the board of directors of HIT has approved the payment of retention bonuses to HIT Management and other employees
of HIT in the aggregate amount of $2,475,531, which were paid prior to date hereof in the ordinary course and not on account of any antecedent
debt. 







 


H.            The
Parties intend that the Restructuring Transactions be implemented pursuant to, or in connection with, the Plan, attached hereto as Exhibit
A, to be filed in voluntary cases of reorganization to be commenced by the Debtors (the “Chapter 11 Cases,” and
the date of such filing being the “Petition Date”) under chapter 11 of Title 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).


 


I.             The
Parties desire to express to one another their mutual support and commitment in respect of the matters discussed herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:


 


1.             Definitions
and Interpretation.


 


1.1           Definitions.
The following terms, that are not otherwise defined in this Agreement, shall have the following definitions:


 


“Bankruptcy
Code” means title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.


 


“Business
Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the
Laws of, or are in fact closed in, the State of New York.


 


“Claim”
has the meaning ascribed to it in section 101(5) of the Bankruptcy Code.


 


“Combined
Hearing” means the hearing to be held by the Bankruptcy Court to consider approval of the Disclosure Statement and confirmation
of the Plan, as such hearing may be adjourned or continued from time to time.


 


“Confirmation
Order” means the order of the Bankruptcy Court (i) approving the Disclosure Statement and (ii) confirming the Plan, in form
and substance reasonably acceptable to Brookfield Investor.


 


“CVR
Agreement” means a contingent value rights agreement, in the form attached hereto as Exhibit A to the Plan, by and among HIT,
Computershare, Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., as agent with respect to the Contingent Value
Rights (as defined in the CVR Agreement) to be issued to holders of HIT’s common stock upon the effectiveness of the Plan pursuant
to the Plan and subject to the terms and conditions contained in the CVR Agreement.




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“DIP
Credit Agreement” means that certain super-priority senior secured debtor-in-possession term loan agreement, as amended, restated,
amended and restated, supplemented, or otherwise modified from time to time, in the amount of $65 million, to be entered into by and
among the Debtors, Trimont Real Estate Advisors, LLC, a Georgia limited liability company, in its capacity as administrative agent and
collateral agent (the “DIP Agent”), the DIP Lender and the other lenders party thereto from time to time, substantially in
the form attached as Exhibit B hereto.


 


“DIP
Financing Motion” means a motion pursuant to sections 363 and 364 of the Bankruptcy Code to approve the DIP Financing Documents
and the Debtors’ entry into the DIP Financing Documents (on an interim and final basis), in form and substance reasonably acceptable
to Brookfield Investor.


 


“DIP
Financing Documents” means definitive documentation related to the DIP Loan, including the DIP Financing Motion, DIP Orders,
DIP Credit Agreement, and all related loan documents, consistent with the terms and conditions of this Agreement.


 


“DIP
Lender” means the Initial DIP Lender and any party that becomes a “Lender” (as defined in the DIP Credit Agreement),
in each case, for so long as such party holds loans or commitments under the DIP Credit Agreement.


 


“DIP
Loan” means any loan advanced under the DIP Credit Agreement.


 


“DIP
Orders” means orders approving the DIP Financing Motion, including the Interim DIP Order and the Final DIP Order.


 


“Disclosure
Statement” means the related disclosure statement with respect to the Plan, as may be amended or supplemented from time to
time in a manner not inconsistent with this Agreement, in form and substance reasonably acceptable to Brookfield Investor.


 


“Entity”
has the meaning ascribed to it in section 101(15) of the Bankruptcy Code.


 


“Equity
Interests” means, collectively, the shares (or any class thereof), common stock, preferred stock, limited liability company
interests, and any other equity, ownership, or profits interests of any Debtor.


 


“Excluded
Hotel Sales” means the sale of (i) the Hampton Inn Albany-Wolf Road (Airport), as contemplated by that certain Purchase and
Sale Agreement with Joint Closing Instructions dated December 16, 2019, as amended, modified or supplemented between HIT Portfolio I
Owner, LLC, a subsidiary of the Debtors, and Capitol Hospitality LLC, and (ii) the Courtyard By Marriott Athens Downtown, as contemplated
by that certain Agreement for Sale and Purchase effective February 12, 2021, between HIT Portfolio I Owner, LLC, a subsidiary of the
Debtors, and Lincoln Ventures LLC.


 


“Exit
Facility” shall have the meaning ascribed to it in the Plan.


 


“Exit
Financing Documents” means definitive documentation related to the Exit Facility (including a financing agreement and related
loan documents).




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“Final
DIP Order” means an order by the Bankruptcy Court approving the DIP Financing Motion on a final basis.


 


“Initial
DIP Lender” means Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC.


 


“Interim
DIP Order” means an order by the Bankruptcy Court approving the DIP Financing Motion on an interim basis, substantially in
the form attached as Exhibit C hereto, as may be modified by the Bankruptcy Court.


 


“Law”
means any federal, state, local, or foreign law (including common law), statute, code, ordinance, rule, regulation, order, ruling, or
judgment, in each case, that is validly adopted, promulgated, issued, or entered by a governmental authority of competent jurisdiction
(including the Bankruptcy Court).


 


“LPA”
means that certain Amended and Restated Agreement of Limited Partnership of Hospitality Investors Trust Operating Partnership, L.P.,
dated as of March 31, 2017, as amended.


 


“Plan”
means the joint plan of reorganization to be filed on the Petition Date by the Debtors under chapter 11 of the Bankruptcy Code that embodies
the Restructuring Transactions in accordance with the terms of this Agreement, attached as Exhibit A hereto.


 


“Plan
Effective Date” means the date on which all conditions precedent to the effectiveness of the Plan have been satisfied or waived
in accordance with the terms of the Plan, and the Plan is substantially consummated according to its terms.


 


“Qualified
Marketmaker” means an entity that (i) holds itself out to the market as standing ready in the ordinary course of its business
to purchase from customers and sell to customers claims or interest against any of the Debtors (including debt securities or other debt)
or enter with customers into long and short positions in claims or interests against the Debtors (including debt securities or other
debt), in its capacity as a dealer or market maker in such claims or interests against the Debtors, and (ii) is in fact regularly in
the business of making a market in claims or interests against issuers or borrowers (including debt securities or other debt).


 


“Restructuring
Documents” means the Chapter 11 Restructuring Documents and the Third Party Restructuring Documents, each in form and substance
reasonably acceptable to Brookfield Investor except as otherwise noted herein.


 


“Restructuring
Transactions” means the Third Party Restructuring Transactions and the other restructuring transactions contemplated by the
Restructuring Documents.


 


“Solicitation
Materials” means all solicitation materials in respect of the Plan together with the Disclosure Statement, which Solicitation
Materials shall be in accordance with this Agreement and in form and substance reasonably acceptable to Brookfield Investor.




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“Transfer”
means to sell, resell, reallocate, use, pledge, assign, transfer, hypothecate, participate, donate or otherwise encumber or dispose of,
directly or indirectly (including through derivatives, options, swaps, pledges, forward sales or other transactions).


 


1.2          Interpretation.
For purposes of this Agreement:


 


		(a)	in
                                            the appropriate context, each term, whether stated in the singular or the plural, shall include
                                            both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter
                                            gender shall include the masculine, feminine, and the neuter gender;



 


		(b)	capitalized
                                            terms defined only in the plural or singular form shall nonetheless have their defined meanings
                                            when used in the opposite form;



 


		(c)	unless
                                            otherwise specified, any reference herein to an existing document, schedule, or exhibit shall
                                            mean such document, schedule, or exhibit, as it may have been or may be amended, restated,
                                            amended and restated, supplemented, or otherwise modified or replaced from time to time in
                                            accordance with this Agreement; provided that any capitalized terms herein which are
                                            defined with reference to another agreement, are defined with reference to such other agreement
                                            as of the date of this Agreement, without giving effect to any termination of such other
                                            agreement or amendments to such capitalized terms in any such other agreement following the
                                            date hereof;



 


		(d)	unless
                                            otherwise specified, all references herein to “Sections” are references to Sections
                                            of this Agreement;



 


		(e)	the
                                            words “herein,” “hereof,” and “hereto” refer to this
                                            Agreement in its entirety rather than to any particular portion of this Agreement;



 


		(f)	captions
                                            and headings to Sections are inserted for convenience of reference only and are not intended
                                            to be a part of or to affect the interpretation of this Agreement;



 


		(g)	the
                                            use of “include” or “including” is without limitation, whether stated
                                            or not; and



 


		(h)	unless
                                            otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy
                                            Code shall apply.



 


2.            Effectiveness
of this Agreement. This Agreement is effective and binding upon each of the Parties upon the date that each of the Parties have executed
and delivered counterpart signature pages of this Agreement to the other Parties (the “Agreement Effective Date”).


 


3.            Debtors’
Obligations. For so long as this Agreement remains in effect, each Debtor hereby agrees that it shall:


 


		(a)	support
                                            and take any and all actions commercially reasonable, necessary, appropriate, or reasonably
                                            requested by Brookfield Investor, in furtherance of consummation of the Restructuring Transactions,
                                            including, but not limited to:



 


		(i)	using
                                            commercially reasonable efforts to commence and prosecute the Chapter 11 Cases to a final
                                            decree, in accordance with the Milestones (as defined below);





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		(ii)	using
                                            commercially reasonable efforts to prepare and file with the Bankruptcy Court the Chapter
                                            11 Restructuring Documents, which shall be in form reasonably acceptable to Brookfield Investor,
                                            within the timeframe therein and according to the Milestones;



 


		(iii)	using
                                            commercially reasonable efforts to prepare the Solicitation Materials in compliance with
                                            the Bankruptcy Code and other applicable Law in form and substance reasonably acceptable
                                            to Brookfield Investor and use it to solicit vote(s) on the Plan in accordance with the Milestones;



 


		(iv)	taking
                                            all steps reasonably necessary for the Plan to be confirmed, for the Plan Effective Date
                                            to occur, and for the Plan to be substantially consummated, as that phrase is defined in
                                            section 1101(2) of the Bankruptcy Code, in accordance with the Milestones;



 


		(v)	providing
                                            Brookfield Investor and its counsel as promptly as practicable in advance of, and in no event
                                            less than two (2) days in advance of (1) any filing, drafts of all material motions, pleadings
                                            and documents in the Chapter 11 Cases, or (2) any proposed amendment, modification or waiver
                                            of any Restructuring Document;



 


		(vi)	using
                                            commercially reasonable efforts to obtain entry of the DIP Orders in accordance with the
                                            Milestones, and perform all obligations of the Debtors under the DIP Orders if and when entered
                                            by the Bankruptcy Court;



 


		(vii)	providing
                                            written notice to Brookfield Investor in accordance with Section ‎23 hereof of (1)
                                            the occurrence, or failure to occur, of any event, change, effect, occurrence, development,
                                            circumstance or change of fact of which any of the Debtors have knowledge, which occurrence
                                            or failure to occur could reasonably be expected to cause, or has caused, (x) any representation
                                            or warranty of any of the Debtors contained in this Agreement or any Restructuring Document
                                            to be untrue or inaccurate in any material respect, (y) any covenant of any of the Debtors
                                            contained in this Agreement or any Restructuring Document not to be satisfied in any material
                                            respect, or (z) a material adverse impact on the ability of the Debtors to consummate the
                                            Plan or any Restructuring Transactions; (2) receipt of any written notice from any third
                                            party whose consent or agreement the Debtors reasonably believe is required in connection
                                            with the Plan or any Restructuring Document (x) indicating that such consent or agreement
                                            will not be provided by such party, (y) requesting consideration in exchange for such consent
                                            that the Debtors believe is not acceptable, or (z) conditioning such consent on terms that
                                            are inconsistent with the terms hereof or any Restructuring Document or that the Debtors
                                            believe is not acceptable; (3) receipt by any Debtor of any material written notice from
                                            any governmental body in connection with this Agreement, the Plan or any of the Restructuring
                                            Documents; or (4) receipt by any Debtor of notice of any newly commenced material governmental,
                                            regulatory or third party litigations, investigations or hearings, in each case within five
                                            (5) Business Days of obtaining knowledge of any of the foregoing;





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		(viii)	using
                                            commercially reasonable efforts to conduct the Debtors’ businesses in the ordinary
                                            course as currently conducted (excluding the Excluded Hotel Sales), taking into account the
                                            Restructuring Transactions, and (excluding the Excluded Hotel Sales) to keep intact the material
                                            assets, operations and relationships of the Debtors’ businesses, maintain existing
                                            property, commercial general liability, and workers’ compensation insurance policies,
                                            and to promptly inform Brookfield Investor about all occurrences that could reasonably be
                                            expected to have a material adverse effect on the assets, operations, conditions (financial
                                            or otherwise), liquidity, or relationships (including, but not limited to, with creditors
                                            and suppliers) of the Debtors’ businesses, in each case taken as a whole;



 


		(ix)	absent
                                            the prior written consent (received after provision of notice in writing to Brookfield Investor
                                            in accordance with Section ‎23 hereof) of Brookfield Investor in its discretion, refraining
                                            from:



 


		(1)	except
                                            as provided in the Plan and subject to the occurrence of the Plan Effective Date, issuing
                                            any new Equity Interests or any securities or instruments convertible or exchangeable or
                                            exercisable into Equity Interests;



 


		(2)	except
                                            as provided for or permitted by the Restructuring Documents, granting liens or suffering
                                            any liens to exist on any Debtor’s assets, in each case to secure debt or derivatives
                                            or other financing arrangements; and



 


		(3)	engaging
                                            in any asset sales outside the ordinary course of business (excluding the Excluded Hotel
                                            Sales), in violation of the covenants of the Loan Agreements or any DIP Financing Document
                                            or that could reasonably be expected to result in the Debtors’ inability to obtain
                                            the Exit Facility;



 


		(x)	using
                                            commercially reasonable efforts to provide Brookfield Investor (and its professionals and
                                            consultants) with access to such books, records, documents, information, management and non-management
                                            personnel and other diligence relating to the Debtors and their respective assets and liabilities
                                            (including contingent liabilities) as Brookfield Investor may reasonably request and that
                                            are necessary or appropriate for effectuating the Restructuring Transactions (the “Information”);
                                            provided that the Debtors shall have no obligation to provide any Information that
                                            may be subject to the attorney-client privilege, the attorney work-product doctrine or any
                                            similar privilege or protection;





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		(b)	obtain
                                            any and all required regulatory and/or third-party approvals for the Restructuring Transactions,
                                            including, but not limited to the Third Party Restructuring Documents (each in form and substance
                                            reasonably acceptable to Brookfield Investor);



 


		(c)	Negative
                                            Covenants. Subject to Section ‎11 hereof, the Debtors jointly and severally agree
                                            that, for so long as this Agreement remains in effect, the Debtors shall not, directly or
                                            indirectly, do any of the following:



 


		(i)	seek,
                                            solicit, encourage, propose, assist, engage in negotiations in connection with or regarding,
                                            or participate in the formulation or preparation of any restructuring, sale of substantial
                                            assets outside the ordinary course of business of a Debtor, merger, workout, offer of dissolution,
                                            winding up, consensual or nonconsensual foreclosure, liquidation, or plan of reorganization,
                                            in each case involving substantial assets outside the ordinary course of business of a Debtor
                                            and other than the Plan (any such transaction, an “Alternative Transaction”);



 


		(ii)	object
                                            to, delay, impede, or take any other action that is materially inconsistent with, or is intended
                                            or is likely to interfere with acceptance or implementation of the Plan or the Restructuring
                                            Transactions;



 


		(iii)	(1)
                                            publicly announce that it intends to take or has taken any action, in each case, that is
                                            inconsistent in any material respect with this Agreement or the Restructuring Documents (including,
                                            but not limited to, their intention to withdraw the Plan, moving to voluntarily dismiss the
                                            Chapter 11 Cases other than as contemplated by the Plan or this Agreement, or moving to convert
                                            the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code), (2) suspend or revoke
                                            the Restructuring Transactions (including, but not limited to, withdrawing the Plan), or
                                            (3) execute, file or agree to file any motion, pleading or other Restructuring Document (including
                                            any modifications or amendments thereof) that is inconsistent in any material respect with
                                            this Agreement;



 


		(iv)	move
                                            for, or consent to, the appointment of an examiner with expanded powers or a chapter 11 trustee
                                            in any of the Chapter 11 Cases;



 


		(v)	waive,
                                            amend or modify the Plan or any Restructuring Documents, in each case in a manner inconsistent
                                            with this Agreement, without the written consent of Brookfield Investor;



 


		(vi)	commence,
                                            or consent to, an avoidance action or other legal proceeding (or consenting to any other
                                            person seeking standing to commence any such avoidance action or other legal proceeding)
                                            against Brookfield Investor; provided this covenant shall not apply to any legal proceeding
                                            commenced against Brookfield Investor alleging Brookfield Investor breached this Agreement
                                            or any of the other Chapter 11 Restructuring Documents;





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		(vii)	except
                                            with respect to the Loan Agreements as part of the Third Party Restructuring Transactions,
                                            enter into any commitment or agreement with respect to debtor-in-possession financing, use
                                            of cash collateral, adequate protection, exit financing and/or any other financing arrangements
                                            other than the facilities contemplated by the DIP Financing Documents and Exit Financing
                                            Documents; or



 


		(viii)	except
                                            as provided in Section 5 of this Agreement or in the Plan, approve any management incentive
                                            plans or executive employment arrangements without the consent of Brookfield Investor.



 


		(d)	pay
                                            in full (i) within ten (10) Business Days’ of the Agreement Effective Date, all pre-petition
                                            costs and expenses incurred by Brookfield Investor and the DIP Agent in connection with the
                                            Debtors’ potential restructuring and related matters, including reasonable fees and
                                            out-of-pocket expenses of Brookfield Investor’s professionals consisting of, among
                                            others, Cleary Gottlieb Steen & Hamilton LLP and Young Conaway Stargatt & Taylor,
                                            LLP, as counsel to Brookfield Investor (the “Brookfield Advisors”), and
                                            (ii) following the Petition Date, and to the extent not previously paid pursuant to subsection
                                            (i) above or otherwise, all reasonable post-petition fees and out-of-pocket expenses of the
                                            Brookfield Advisors; and



 


		(e)	otherwise
                                            work cooperatively with Brookfield Investor and its counsel to prepare, file and prosecute
                                            the Chapter 11 Cases to a final decree.



 


4.            Brookfield
Investor’s Obligations. For so long as this Agreement remains in effect, Brookfield Investor shall:


 


		(a)	use
                                            commercially reasonable efforts to support and take any and all commercially reasonable,
                                            necessary or appropriate actions in furtherance of consummation of the Restructuring Transactions;



 


		(b)	commit
                                            to fund, or cause to fund, the DIP Loan and Exit Facility;



 


		(c)	use
                                            commercially reasonable efforts to take such steps as are necessary to implement the Restructuring
                                            Transactions;



 


		(d)	execute
                                            any document and give any notice, order, instruction or direction that is commercially reasonable,
                                            necessary or desirable to support, facilitate, implement or consummate or otherwise give
                                            effect to the Restructuring Transactions;



 


		(e)	use
                                            commercially reasonable efforts to support approval of the Disclosure Statement and confirmation
                                            of the Plan (and not object to approval of the Disclosure Statement or confirmation of the
                                            Plan, or support the efforts of any other person to oppose or object to, approval of the
                                            Disclosure Statement or confirmation of the Plan);





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		(f)	subject
                                            to the receipt of the Solicitation Materials, including the Disclosure Statement (which shall
                                            satisfy the requirements of section 1125 of the Bankruptcy Code):



 


		(i)	timely
                                            vote all of its Existing Preferred Interests in any of the Debtors in voting classes now
                                            or hereafter beneficially owned by Brookfield Investor or for which it now or hereafter serves
                                            as the nominee, investment manager or advisor for beneficial holders thereof, as applicable,
                                            to accept the Plan as soon as practicable following receipt of the Solicitation Materials,
                                            by delivering its duly executed and completed ballot(s) accepting the Plan, which ballot(s)
                                            shall be in favor of and not indicate that Brookfield Investor opts out of any releases and
                                            exculpation provided under the Plan; and



 


		(ii)	not
                                            change or withdraw (or seek or cause to be changed or withdrawn) such vote(s);



 


		(g)	refrain
                                            from (i) taking any action not required by Law that is inconsistent with, or that would materially
                                            delay or impede approval, confirmation or consummation of the Plan or the DIP Orders, or
                                            that is otherwise inconsistent with the express terms of this Agreement, the Plan or the
                                            DIP Orders (if and when entered by the Bankruptcy Court), and (ii) directly or indirectly,
                                            proposing, supporting, soliciting, encouraging, or participating in the formulation of any
                                            plan of reorganization or liquidation in the Chapter 11 Cases other than the Plan; and



 


		(h)	except
                                            as otherwise expressly provided herein, forbear from exercising any remedies under the Existing
                                            Preferred Interests, and not commence any legal or other action or proceeding against any
                                            Debtor or any subsidiary of the Debtors, its property or interests in property on account
                                            of Existing Preferred Interests; provided, however, the forbearance described
                                            herein shall not apply to any actions of Brookfield Investor or a member of the board of
                                            directors of HIT that are consistent with this Agreement or any rights to vote with respect
                                            to the commencement of the Chapter 11 Cases; provided, further, that the forbearance
                                            described in this Section ‎4(h): (i) shall automatically terminate, without the need
                                            for any further notice, if this Agreement is terminated in accordance with its terms; (ii)
                                            shall not constitute a waiver with respect to any defaults or events of default, or a waiver
                                            of any rights, remedies, Claims or defenses of Brookfield Investor, including exercising
                                            Brookfield Investor’s rights to receive or pursue payment of any accrued dividends
                                            under the Existing Preferred Interests, all of which are fully preserved; and (iii) shall
                                            not bar Brookfield Investor from appearing in the Chapter 11 Cases or taking any action to
                                            enforce its rights under this Agreement.



 


5.            Management
Employment Agreements. On May 18, 2021, following approval of the compensation committee of the board of directors of HIT, HIT entered
into amendments to its employment agreements with Paul C. Hughes and Bruce A. Riggins that provide for amended terms that will become
effective on the Plan Effective Date and a general release and waiver agreement with Jonathan P. Mehlman that provides for, among other
things, termination of Mr. Mehlman’s employment agreement with and employment by HIT ten (10) days following the Plan Effective
Date, each of which is acknowledged and consented to by Brookfield Investor, and each of which is required to be assumed by the Debtors
pursuant to the Plan.




    11 


     


    


6.            Definitive
Documentation. The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Chapter
11 Restructuring Documents”) shall consist of the following, each of which will be in form and substance reasonably acceptable
to Brookfield Investor (unless indicated otherwise herein):


 


		(a)	this
                                            Agreement;



 


		(b)	the
                                            Solicitation Materials;



 


		(c)	the
                                            DIP Financing Documents;



 


		(d)	the
                                            Plan (and all exhibits thereto);



 


		(e)	the
                                            Confirmation Order;



 


		(f)	the
                                            Exit Financing Documents;



 


		(g)	the
                                            CVR Agreement; and



 


		(h)	such
                                            other documents or agreements as may be reasonably necessary to implement the Plan.



 


Notwithstanding
the foregoing, the DIP Financing Documents and the Exit Financing Documents shall be acceptable to Brookfield Investor in its sole discretion.


 


7.            Milestones.
For so long as this Agreement remains in effect, the following shall serve as milestones for the Chapter 11 Cases (collectively, the
 “Milestones”):


 


		(a)	the
                                            Petition Date shall occur no later than May 19, 2021;



 


		(b)	the
                                            Plan and Disclosure Statement shall be filed on the Petition Date;



 


		(c)	the
                                            Bankruptcy Court shall have entered the Confirmation Order no later than thirty-five (35)
                                            calendar days after the Petition Date, subject to extension based on the Bankruptcy Court’s
                                            calendar in completing the Combined Hearing;



 


		(d)	the
                                            DIP Orders shall be entered by the Bankruptcy Court, subject to Bankruptcy Court availability,
                                            (i) on an interim basis, no later than five (5) Business Days after the Petition Date, and
                                            (ii) on a final basis (if necessary), no later than thirty (30) calendar days after the Petition
                                            Date; and



 


		(e)	the
                                            Plan Effective Date shall occur no later than ten (10) calendar days after the Confirmation
                                            Order entered by the Bankruptcy Court becomes a final order.



 


The
Parties acknowledge and agree that time is of the essence with respect to the Milestones.




    12 


     


    


8.            Representations
and Warranties by the Debtors. The Debtors hereby represent and warrant as follows:


 


		(a)	the
                                            Debtors have all requisite power and authority to enter into this Agreement and carry out
                                            the transactions contemplated by, and perform its respective obligations under, this Agreement;



 


		(b)	the
                                            execution, delivery and performance of this Agreement and their obligations hereunder have
                                            been duly authorized by all necessary corporate or limited partnership action on their part;



 


		(c)	the
                                            execution, delivery and performance of this Agreement by the Debtors does not and shall not:
                                            (i) violate any provision of Law, rule or regulation applicable to them; or (ii) violate
                                            their respective certificates of incorporation, bylaws, or other organizational documents;



 


		(d)	except
                                            as expressly set forth herein or in the Third Party Restructuring Documents, the execution,
                                            delivery and performance of this Agreement by the Debtors does not and shall not conflict
                                            with, result in a breach of or constitute (with due notice or lapse of time or both) a default
                                            under any material contractual obligation to which they are a party;



 


		(e)	the
                                            Debtors shall not dispute that after the commencement of the Chapter 11 Cases, the giving
                                            of notice of termination by any Party pursuant to this Agreement shall not be a violation
                                            of the automatic stay of section 362 of the Bankruptcy Code (and the Debtors hereby waive,
                                            to the greatest extent possible, the applicability of the automatic stay to the giving of
                                            such notice); and



 


		(f)	each
                                            of the representations in the Recitals set forth above, solely with respect to the Debtors,
                                            is true and accurate as of the date hereof.



 


9.            Representations
and Warranties by Brookfield Investor. Brookfield Investor hereby represents and warrants as follows:


 


		(a)	it
                                            has all requisite power and authority to enter into this Agreement and carry out the transactions
                                            contemplated by, and perform its respective obligations under, this Agreement;



 


		(b)	the
                                            execution, delivery and performance of this Agreement and its obligations hereunder have
                                            been duly authorized by all necessary corporate action on its part;



 


		(c)	the
                                            execution, delivery and performance of this Agreement by it does not and shall not: (i) violate
                                            any provision of Law, rule or regulation applicable to it; (ii) violate its certificate of
                                            incorporation, bylaws, or other organizational documents or those of any of its subsidiaries;
                                            or (iii) conflict with, result in a breach of or constitute (with due notice or lapse of
                                            time or both) a default under any material contractual obligation to which it or any of its
                                            subsidiaries is a party;





    13 


     


    


		(d)	Brookfield
                                            Investor has made no prior sale, participation, assignment or other Transfer of any Existing
                                            Preferred Interests, and has not entered into any other agreement to assign, sell, participate,
                                            grant, convey or otherwise Transfer, in whole or in part, any portion of its right, title,
                                            or interest in any Existing Preferred Interests held by Brookfield Investor as of the date
                                            hereof that are inconsistent with, or in violation of, the representations and warranties
                                            of Brookfield Investor herein, in violation of its obligations under this Agreement or that
                                            would adversely affect in any way Brookfield Investor’s performance of its obligations
                                            under this Agreement at the time such obligations are required to be performed; and



 


		(e)	each
                                            of the representations in the Recitals set forth above, solely with respect to Brookfield
                                            Investor, is true and accurate in all material respects as of the date hereof.



 


10.          Transfer
of Existing Preferred Interests or DIP Loans.


 


		(a)	Brookfield
                                            Investor hereby agrees, for so long as this Agreement remains in effect, not to Transfer
                                            any Existing Preferred Interests or DIP Loans, or convey, grant, issue or sell any option
                                            or right to acquire any Existing Preferred Interests, DIP Loans or voting rights related
                                            thereto or any other interest in any Existing Preferred Interests or DIP Loans except that
                                            Brookfield Investor may Transfer such Existing Preferred Interests or DIP Loans to a person
                                            or entity (i) that is an affiliate of Brookfield Investor, or (ii) that executes and delivers
                                            a transfer and joinder agreement to the Debtors within two (2) Business Days of the relevant
                                            transfer (a person or entity that meets (i) or (ii), a “Transferee”);
                                            provided that Brookfield Investor shall obtain the written consent of the Debtors
                                            for such Transfer if such Transfer would result in a default or event of default under the
                                            Loan Agreements; provided, further, that (1) the Debtors shall use commercially reasonable
                                            efforts to obtain any necessary waivers of such defaults or events of default and (2) such
                                            consent shall not be required if Debtors are in breach or default of this Agreement or any
                                            of the DIP Financing Documents. In execution of a transfer and joinder agreement in the form
                                            of Exhibit D attached hereto (the “Transfer and Joinder Agreement”), each
                                            Transferee shall indicate the amount of Existing Preferred Interests and/or DIP Loans Transferred,
                                            and with such execution such Transferee shall be bound by the terms and conditions of this
                                            Agreement to the same extent the Brookfield Investor is bound and shall be subject to the
                                            terms of this Agreement in respect of any Existing Preferred Interests or DIP Loans so Transferred.



 


		(b)	Upon
                                            compliance with the requirements of this Section ‎‎10, the transferor shall be deemed
                                            to relinquish its rights and be released from its obligations under this Agreement to the
                                            extent of the rights and obligations in respect of such Transferred Existing Preferred Interest
                                            or DIP Loans.



 


		(c)	Notwithstanding
                                            anything in this Agreement to the contrary, Brookfield Investor may Transfer any of its interest
                                            in the Existing Preferred Interest or DIP Loans to any entity that is acting solely in its
                                            capacity as a Qualified Marketmaker without the requirement that such entity be an affiliate
                                            of Brookfield Investor; provided that (i) such Qualified Marketmaker subsequently
                                            Transfers such Existing Preferred Interests or DIP Loans within five (5) Business Days of
                                            its acquisition to a Transferee; and (ii) the Transferee within five (5) Business Days of
                                            its receipt of such Transfer executes a Transfer and Joinder Agreement.





    14 


     


    


		(d)	This
                                            Agreement shall in no way be construed to preclude Brookfield Investor from acquiring additional
                                            claims against or interests in the Debtors.



 


		(e)	Any
                                            Transfer of any Existing Preferred Interest or DIP Loans that does not comply with the terms
                                            and procedures set forth herein shall be deemed void ab initio without the need for
                                            further action.



 


11.          Termination.


 


11.1        Termination
Event. This Agreement may be terminated upon the occurrence of any of the following events (each, a “Termination Event”):


 


		(a)	By
                                            the Debtors or Brookfield Investor, upon written notice to the other Parties, if any of the
                                            following events occurs and is continuing:



 


		(i)	the
                                            issuance by any governmental authority, including any regulatory authority or court of competent
                                            jurisdiction, of any ruling, judgment or order enjoining the consummation of or rendering
                                            illegal the Plan or the Restructuring Transactions, and such ruling, judgment or order has
                                            not been stayed, reversed or vacated within fifteen (15) calendar days after such issuance;



 


		(ii)	the
                                            earlier of (1) June 30, 2021, (2) the entry of a final order by Bankruptcy Court denying
                                            confirmation of the Plan, and (3) the Plan Effective Date; or



 


		(iii)	the
                                            determination of HIT’s board of directors, in good faith and based upon the advice
                                            of outside counsel, that proceeding in accordance with the terms of this Agreement would
                                            be inconsistent with the Debtors’ fiduciary obligations under applicable Law; provided
                                            that the Debtors may not make such a determination unless it is determined, in good faith
                                            and based upon the advice of outside counsel, that all amounts owed to Brookfield Investor
                                            in respect of the Existing Preferred Interest and all amounts owed to the DIP Lender in respect
                                            of the DIP Credit Agreement, including all fees, expenses and other charges (other than the
                                            Make Whole Premium (as defined in section 5.1(c)(i)(C) of the LPA)) shall be paid in full,
                                            in cash, on or before June 30, 2021; provided, further, (i) that upon making such
                                            a determination, the Debtors shall give Brookfield Investor written notice of such determination,
                                            and (ii) any termination by the Debtors pursuant to this Section 11.1(a)(iii) shall be effective
                                            at 5:00 p.m. (Eastern Time) on the third day after receipt by Brookfield Investor of the
                                            notice described in the foregoing clause, unless withdrawn by the Debtors.





    15 


     


    


		(b)	By
                                            Brookfield Investor in its discretion upon written notice to the Debtors, if any of the following
                                            events occurs and is continuing:



 


		(i)	the
                                            Debtors breach either (1) Section 3 or ‎21 hereof, or (2) Section ‎8 hereof, if such
                                            breach of Section 8 affects in any material respect the Debtors’ ability to perform
                                            their obligations under this Agreement; and, in either case, the Debtors fail or refuse to
                                            cure such breach described in the foregoing clause (1) or (2) within five (5) Business Days
                                            after written notice of such breach has been provided by Brookfield Investor;



 


		(ii)	any
                                            of the Third Party Restructuring Documents are terminated, invalidated, vacated, amended,
                                            modified, waived or are otherwise not binding or effective by their terms, in a manner that
                                            (1) requires unanimous consent of the lenders party to the applicable Third Party Restructuring
                                            Documents, assuming for purposes of this provision that the Third Party Restructuring Documents
                                            are in full force and effect, (2) adversely impacts the economic interests of Brookfield
                                            Investor, (3) materially impairs the value of the Debtors once reorganized or the value of
                                            any of their respective assets, or (4) otherwise adversely affects the rights of Brookfield
                                            Investor under the Plan or this Agreement, in each case without Brookfield Investor’s
                                            express written consent;



 


		(iii)	the
                                            Debtors withdraw the Plan or publicly announce its intention not to support the Restructuring
                                            Transactions;



 


		(iv)	any
                                            governmental authority, including any regulatory authority or court of competent jurisdiction,
                                            issues any ruling or order that (1) would reasonably be expected to prevent the consummation
                                            of the Restructuring Transactions and (2) remains in effect for ten (10) Business Days after
                                            Brookfield Investor transmits a written notice in accordance with Section 23 hereof detailing
                                            any such issuance;



 


		(v)	the
                                            Debtors accept, seek approval of, or otherwise pursue an Alternative Transaction;



 


		(vi)	the
                                            Bankruptcy Court enters an order terminating (or not extending) the Debtors’ exclusive
                                            right to file and/or solicit acceptances of a plan of reorganization, converting the Chapter
                                            11 Cases to a case under Chapter 7 of the Bankruptcy Code, directing the appointment of a
                                            chapter 11 trustee or an examiner in each case with expanded powers, or dismissing the Chapter
                                            11 Cases;



 


		(vii)	the
                                            Debtors fail to satisfy any Milestones; provided that the Debtors may extend a Milestone
                                            with Brookfield Investor’s express written consent;



 


		(viii)	any
                                            of the DIP Orders are reversed, stayed, dismissed, vacated, reconsidered, or modified or
                                            amended without Brookfield Investor’s express written consent;





    16 


     


    


		(ix)	any
                                            event of default under the DIP Financing Documents or the occurrence of the Maturity Date
                                            (as defined in the DIP Financing Documents) without the Plan having been substantially consummated;



 


		(x)	the
                                            Confirmation Order is reversed, stayed, dismissed, vacated, reconsidered or is materially
                                            modified or materially amended after entry in a manner that is not reasonably acceptable
                                            to Brookfield Investor;



 


		(xi)	the
                                            Bankruptcy Court enters an order that grants relief terminating, annulling, or materially
                                            modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard
                                            to any material asset that, to the extent such relief were granted, would have a material
                                            adverse effect on the consummation of the Restructuring Transactions and on any Debtor’s
                                            ability to operate its business in the ordinary course;



 


		(xii)	without
                                            the prior consent of Brookfield Investor, any Debtor or its subsidiaries (1) voluntarily
                                            commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation,
                                            administration, moratorium, reorganization, or other relief under any federal, state, or
                                            foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter
                                            in effect, other than the Chapter 11 Cases, except as contemplated by this Agreement; (2)
                                            consents to the institution of, or fails to contest in a timely and appropriate manner, any
                                            involuntary proceeding or petition described in the preceding subsection (1); (3) files an
                                            answer admitting the material allegations of a petition filed against it in any such proceeding;
                                            (4) applies for or consents to the appointment of a receiver, administrator, administrative
                                            receiver, trustee, custodian, sequestrator, conservator, or similar official with respect
                                            to any Debtor or for a substantial part of such Debtor’s assets; (5) makes a general
                                            assignment or arrangement for the benefit of creditors; or (6) takes any corporate action
                                            for the purpose of authorizing any of the foregoing; provided, however, that
                                            this subsection (xii) shall not apply with respect to actions relating directly or indirectly
                                            to the leasehold interest in the Georgia Tech Hotel & Conference Center, located at 800
                                            Spring St NW, Atlanta, GA 30308; or



 


		(c)	By
                                            the Debtors, if Brookfield Investor breaches this Agreement in any material respect and fails
                                            or refuses to cure such breach within five (5) Business Days after written notice of such
                                            breach has been provided by the Debtors.



 


11.2        Effect
of Termination. Upon a Termination Event hereunder, this Agreement shall terminate, each Party shall be released from its commitments,
undertakings and agreements under or related to this Agreement and any of the Restructuring Documents, and there shall be no liability
or obligation on the part of any Party hereto; provided that in no event shall any such termination relieve a Party hereto from
(a) liability for its breach or non-performance of its obligations under this Agreement before the date of such termination, (b)
any liabilities or obligations under the DIP Financing Documents, or any order of the Bankruptcy Court, and (c) obligations under
this Agreement which expressly survive any such termination pursuant to Section ‎26 hereunder. Upon the occurrence of a Termination
Event, any and all ballots tendered by Brookfield Investor in respect of the Plan before a Termination Event shall be deemed, for all
purposes, to be void ab initio and shall not be considered or otherwise used in any manner by the Parties in connection with the
Restructuring Transactions and this Agreement or otherwise.




    17 


     


    

12.          Releases.


 


		(a)	Release
                                            of Debtors. Subject to and conditioned upon the occurrence of the Plan Effective Date,
                                            Brookfield Investor, and its current, former and future affiliates, member firms, associated
                                            entities, shareholders, principals, members, limited partners, general partners, equity investors,
                                            managed entities, attorneys, financial advisors, employees, officers, directors, managers,
                                            agents and other authorized representatives, predecessors, successors and assigns, hereby
                                            fully and forever waives, releases, acquits and discharges the Debtors, and each of their
                                            respective current, former and future affiliates, member firms, associated entities, shareholders,
                                            principals, members, limited partners, general partners, equity investors, managed entities,
                                            and their respective attorneys, financial advisors, investment advisors, employees, officers,
                                            directors, managers, agents and other authorized representatives, predecessors, successors
                                            and assigns, from any and all claims, suits, judgments, demands, debts, rights, damages,
                                            obligations, liabilities, losses, costs, expenses, fees, causes of action, and liabilities
                                            whatsoever (including claims for any and all losses, damages, unjust enrichment, attorney’s
                                            fees, disgorgement of fees, litigation costs, injunctive or declaratory relief, contribution,
                                            indemnification, or any other type of legal or equitable relief), in each case whether liquidated
                                            or unliquidated, fixed or contingent, matured or unmatured, asserted or unasserted, known
                                            or unknown, foreseen or unforeseen, existing as of the date hereof or arising hereafter,
                                            in law, equity or otherwise, including any claim or right obtained by assignment, brought
                                            by way of demand, complaint, cross-claim, counterclaim, third-party claim or otherwise, that
                                            are based in whole or in part on any act, omission, transaction, event or other occurrence
                                            in connection with, arising from or under or related to the Restructuring Transactions (the
                                            claims subject to the foregoing, collectively, the “Debtor Released Claims”).
                                            For the avoidance of doubt, if this Agreement is terminated for any reason under Section
                                            ‎11 herein, this Section ‎12 shall be void and shall not relieve the Debtors or any
                                            other person or entity of any Debtor Released Claims.



 


		(b)	Release
                                            of Brookfield Investor. Subject to and conditioned upon the occurrence of the Plan Effective
                                            Date, the Debtors, and each of their respective current, former and future affiliates, member
                                            firms, associated entities, shareholders, principals, members, limited partners, general
                                            partners, equity investors, managed entities, attorneys, financial advisors, employees, officers,
                                            directors, managers, agents and other authorized representatives, predecessors, successors
                                            and assigns, hereby fully and forever waive, release, acquit and discharge Brookfield Investor,
                                            and each of its current, former and future affiliates, member firms, associated entities,
                                            shareholders, principals, members, limited partners, general partners, equity investors,
                                            managed entities, and their respective attorneys, financial advisors, investment advisors,
                                            employees, officers, directors, managers, agents and other authorized representatives, predecessors,
                                            successors and assigns, from any and all claims, suits, judgments, demands, debts, rights,
                                            damages, obligations, liabilities, losses, costs, expenses, fees, causes of action, and liabilities
                                            whatsoever (including claims for any and all losses, damages, unjust enrichment, attorney’s
                                            fees, disgorgement of fees, litigation costs, injunctive or declaratory relief, contribution,
                                            indemnification, or any other type of legal or equitable relief), in each case whether liquidated
                                            or unliquidated, fixed or contingent, matured or unmatured, asserted or unasserted, known
                                            or unknown, foreseen or unforeseen, existing as of the date hereof or arising hereafter,
                                            in law, equity or otherwise, including any claim or right obtained by assignment, brought
                                            by way of demand, complaint, cross-claim, counterclaim, third-party claim or otherwise, that
                                            are based in whole or in part on any act, omission, transaction, event or other occurrence
                                            in connection with, arising from or under or related to the Restructuring Transactions (the
                                            claims subject to the foregoing, collectively, the “Brookfield Released Claims”).





    18 


     


    


13.           Acknowledgment.
The Parties acknowledge and agree that neither the negotiation nor the execution and delivery of this Agreement is, nor shall it be deemed
to be, an offer with respect to any securities or a solicitation of votes for the acceptance of the Plan or any plan of reorganization
within the meaning of section 1125 of the Bankruptcy Code or otherwise. Any such offer or solicitation will be made only in compliance
with all applicable securities laws, provisions of the Bankruptcy Code, and/or other applicable Law.


 


14.           Class
C Units. The Parties acknowledge and agree that the execution and delivery of this Agreement by the Brookfield Investor shall, to
the extent such approval is required pursuant to Section 16.3 of the LPA, be deemed to be the approval by the affirmative vote of the
holders of at least a majority of the Class C Units of this Agreement and all transactions contemplated hereby (including, without limitation,
any and all Restructuring Transactions).


 


15.           Consideration.
It is hereby acknowledged by the Parties that no consideration shall be due or paid to the Parties for their agreement to vote in favor
of the Plan in accordance with the terms and conditions of this Agreement, other than the Debtors’ obligations under this Agreement,
which consideration the Parties hereby accept as good and valuable and acknowledge and agree is sufficient under applicable Law.


 


16.           Reservation
of Rights; Settlement Discussions. If the Restructuring Transactions are not consummated, or if this Agreement is terminated for
any reason, the Parties fully reserve any and all of their rights. Pursuant to Federal Rule of Evidence 408 and any applicable state
rules of evidence, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other
than a proceeding to enforce the terms of this Agreement; provided that the Parties shall be permitted to file a copy of this
Agreement in connection with the Chapter 11 Cases and/or in connection with any filings required pursuant to any Law.


 


17.           Specific
Performance/Remedies. It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach
of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable
relief (including attorneys’ fees and costs) as a remedy of any such breach, without the necessity of proving the inadequacy of
money damages as a remedy, including an order of the Bankruptcy Court requiring any Party to comply promptly with any of its obligations
hereunder. No claim may be made by any Party or its successors or assigns against any other Party or the successors, assigns, affiliates,
directors, officers, employees, counsel, representatives, agents or attorneys-in-fact of any of them for any special, indirect, consequential,
exemplary, punitive damages or damages for lost profits in respect of any claim arising out of or related to the transactions contemplated
by this Agreement or any Restructuring Document.




    19 


     


    


18.           No
Third Party Beneficiaries. This Agreement is intended to bind and inure to the benefit of the Parties and their respective successors
and permitted assigns, as applicable, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other
person.


 


19.           Successors
and Assigns; Severability; Several Obligations. This Agreement shall be binding upon, and inure to the benefit of, the Parties. Except
as provided in Section ‎10 hereof, no rights or obligations of any Party under this Agreement may be assigned or Transferred to any
other person or Entity without the express written consent of all of the other Parties. If any provision of this Agreement, or the application
of any such provision to any person or Entity or circumstance, shall be held invalid or unenforceable in whole or in part, such invalidity
or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision hereof and this Agreement
shall continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected
in any manner materially adverse to any Party. Upon any such determination of invalidity, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in a reasonably acceptable manner in
order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. The agreements,
representations and obligations of the Parties under this Agreement are, in all respects, several and not joint.


 


20.           Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the internal laws
of the State of New York, without giving effect to the principles of conflict of laws that would require the application of the law of
any other jurisdiction. By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally
agrees for itself that any legal action, suit or proceeding against it with respect to any matter under or arising out of or in connection
with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, may be brought
in either a state or federal court of competent jurisdiction in the State of New York (the “Chosen Courts”). By execution
and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction
of the Chosen Courts, generally and unconditionally, with respect to any such action, suit or proceeding; provided, however,
that if the Debtors commence the Chapter 11 Cases, then the Bankruptcy Court (or court of proper appellate jurisdiction) shall be the
exclusive Chosen Court. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT. The foregoing notwithstanding, nothing in this Section ‎20 shall affect any choice of law or venue provisions
of any of Loan Agreements, the DIP Financing Documents, the Exit Facility, or any Exit Facility Documents.




    20 


     


    


21.          Amendments
and Waivers.


 


		(a)	The
                                            provisions of this Agreement, including the provisions of this sentence, may not be amended,
                                            modified or supplemented, and waivers or consents to departures from the provisions hereof
                                            may not be given, without the express prior written consent of all of the Parties.



 


		(b)	Except
                                            as provided herein, the Restructuring Documents may be modified, amended or waived by the
                                            Debtors only with the express prior written consent of Brookfield Investor. For the avoidance
                                            of doubt, Brookfield Investor shall be permitted to withhold its consent to any modification
                                            or amendment of the Chapter 11 Restructuring Documents that (i) materially impairs the
                                            value of the Debtors once reorganized or the value of any of their respective assets, or
                                            (ii) otherwise adversely affects the rights of Brookfield Investor under the Plan or this
                                            Agreement.



 


22.          Good
Faith Cooperation; Further Assurances. The Parties agree to execute and deliver from time to time such other documents and take such
other actions as may be reasonably necessary, without payment of further consideration, in order to effectuate the Restructuring Transactions
provided for herein. The Parties shall cooperate with each other and with their respective counsel in good faith in connection with any
steps required to be taken as part of their respective obligations under this Agreement.


 


23.          Notices.
All notices, demands, requests, consents or other communications to be given or delivered under or by reason of the provisions of this
Agreement shall be in writing and shall be deemed to have been given when delivered by electronic mail or by reputable overnight courier
service (charges prepaid) to the following addresses:


 


		(a)	if
                                            to the Debtors:



 


Hospitality
Investors Trust, Inc.

Park Avenue Tower, Suite 801

65 East 55th Street

New York, NY 10022

Attn: HIT Chapter 11 Notices

Email: casenotices@hitreit.com


 


with
a copy (which shall not constitute notice) to:


 


-and-


 


Proskauer
Rose LLP 


70
West Madison 


Suite
3800 


Chicago,
IL 60602 


Telephone:
(312) 962-3550 


Attn:
Jeff J. Marwil (jmarwil@proskauer.com), Paul V. Possinger


(ppossinger@proskauer.com),
and Jordan Sazant


(jsazant@proskauer.com)




    21 


     


    


-and-


 


Proskauer
Rose LLP 


Eleven
Times Square 


New
York, NY 10036 


Telephone:
(212) 969-30000 


Attn:
Joshua A. Esses (jesses@proskauer.com)


 


-and-


 


Potter
Anderson & Corroon LLP 


1313
North Market Street 


Wilmington,
DE 19801 


Telephone:
(302) 984-6000 


Attn:
Jeremy W. Ryan (jryan@potteranderson.com)


 


		(b)	if
                                            to Brookfield Investor:



 


Brookfield
Strategic Real Estate Partners II Hospitality REIT II LLC

250 Vesey Street, 11th Floor

New York, NY 10004

Attn: BPG Transactions Legal

Email: realestatenotices@brookfield.com


 


with
a copy (which shall not constitute notice) to:


 


Cleary
Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Sean A. O’Neal 


Email:
soneal@cgsh.com


 


-and-


 


Young
Conaway Stargatt & Taylor, LLP 


Rodney
Square, 1000 King Street 


Wilmington,
DE 19801 


Attn:
Pauline K. Morgan 


Email:
pmorgan@ycst.com




    22 


     


    

or
to such other address or to the attention of such other person as the receiving Party has specified by prior written notice to the sending
Party.


 


Any
notice given by electronic mail or overnight courier shall be effective when received during regular business hours. The Parties (a)
recognize and agree that any notice provided under this Agreement shall not be subject to or limited by section 362(a) of the Bankruptcy
Code and (b) hereby waive any right to assert or claim otherwise, to the maximum extent permitted by law.


 


24.           Entire
Agreement. This Agreement, including the exhibits hereto, constitutes the entire agreement among the Parties with respect to the
subject matter hereof and supersedes all other prior agreements, oral or written, among the Parties with respect thereto.


 


25.           Interpretation.
This Agreement is the product of negotiations of the Parties and in the enforcement or interpretation hereof, is to be interpreted in
a neutral manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or
caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof.


 


26.           Survival.
Notwithstanding (a) any Transfer in accordance with Section 10 of this Agreement or (b) the termination of this Agreement in accordance
with its terms, the agreements and obligations of the Parties in Sections ‎12, ‎16–20, 21(a), 26, 29, and 30 shall survive
such termination and continue in full force and effect for the benefit of the Parties in accordance with the terms hereof.


 


27.           Enforceability
of Agreement. Each of the Parties to the extent enforceable waives any right to assert that the exercise of termination rights under
this Agreement is subject to the automatic stay provision of the Bankruptcy Code, and expressly stipulates and consents hereunder to
the prospective modification of the automatic stay provisions of the Bankruptcy Code for purposes of exercising termination rights under
this Agreement, to the extent the Bankruptcy Court determines that such relief is required.


 


28.           Representation
by Counsel. Each Party acknowledges that it has been represented by counsel in connection with this Agreement and the transactions
contemplated herein. Accordingly, any rule of law or legal decision that would provide any Party with a defense to the enforcement of
the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.


 


29.           Independent
Due Diligence. Each Party hereto hereby confirms that it has made its own decision to execute this Agreement based upon its own independent
assessment of documents and information available to it, as it has deemed appropriate.




    23 


     


    


30.           Counterparts.
This Agreement may be executed in one or more counterparts and by way of electronic signature, each such counterpart shall be deemed
an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by electronic mail in portable document format (.pdf) shall be effective as delivery of an original executed counterpart
of this Agreement. Any holder of claims that executes the Transfer and Joinder Agreement shall become a Transferee and shall thereafter
be deemed to be Party under this Agreement.


 


[Remainder
of page intentionally blank; signature pages follow]





    24 


     


    

IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers,
solely in their respective capacity as officers of the undersigned and not in any other capacity, as of the date first set forth above.


 


	 	Hospitality
    investors trust, inc.
	 	 
	 	By:	/s/
    Jonathan P. Mehlman
	 	 
	 	Name: 	Jonathan P. Mehlman 
	 	Title: 	President and Chief Executive Officer



 

	 	Hospitality Investors Trust Operating Partnership, L.P.
	 	 
	 	By:	/s/ Jonathan
P. Mehlman
	 	 
	 	Name: 	Jonathan P. Mehlman  
	 	Title: 	President and Chief Executive Officer




 

	 	Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC 
	 	 
	 	By:	/s/ Murray Goldfarb
	 	 
	 	Name: 	Murray Goldfarb 
	 	Title: 	Managing Partner





    25 


     


    

EXHIBITS


 


	Exhibit
    A	Plan
    of Reorganization
	Exhibit
    B	DIP
    Credit Agreement
	Exhibit
    C	Interim
    DIP Order
	Exhibit
    D	Transfer
    and Joinder Agreement




     


     


    

Exhibit
A


 


Plan
of Reorganization 




     


     


    

 


Solicitation
Version


 


IN
THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


 


	 
In
                                            re:

         

        HOSPITALITY
        INVESTORS TRUST, INC., et al.,1

         

        Debtors.

         
	 	 

                                                                      Chapter
                                            11

         

        Case
        No. 21-_____ (___) 

         

        (Joint
        Administration Requested)




 


JOINT
PREPACKAGED

CHAPTER 11 PLAN FOR HOSPITALITY INVESTORS TRUST, INC., AND 

HOSPITALITY INVESTORS TRUST OPERATING PARTNERSHIP, L.P.


 






 


	PROSKAUER
                           ROSE LLP


        Jeff
        J. Marwil (pro hac vice pending)


        Paul
        V. Possinger (pro hac vice pending)


        Jordan
        E. Sazant (No. 6515)


        70
        West Madison, Suite 3800


        Chicago,
        IL 60602


        Telephone:
        (212) 969-3000


        Facsimile:
        (212) 969-2900

         


        PROSKAUER
        ROSE LLP


        Joshua
        A. Esses (pro hac vice pending)


        Eleven
        Times Square


        New
        York, NY 10036


        Telephone:
        (212) 969-3000


        Facsimile:
        (212) 969-2900

        	 	POTTER
                           ANDERSON & CORROON LLP


        Jeremy
        W. Ryan (No. 4057)


        R.
        Stephen McNeill (No. 5210)

        1313 North Market Street

        Wilmington, DE 19801

        Telephone: (302) 984-6000

        Facsimile: (302) 658-1192


         

        Proposed
        Attorneys for Debtors and Debtors in Possession

        
	 	 	 
	Proposed Attorneys for Debtors
    and Debtors in Possession	 	Dated:    May
        17, 2021

                       Wilmington,
        Delaware




 





 




1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number,
are:  Hospitality Investors Trust, Inc. (3668); and Hospitality Investors Trust Operating Partnership, L.P. (0136).  The Debtors’
executive offices are located at Park Avenue Tower, 65 East 55th Street, Suite 801, New York, NY 10022.




     


     


    


TABLE
OF CONTENTS


 





	 	 	 	 	Page
	 	 	 	 	 
	ARTICLE I.
    DEFINITIONS AND INTERPRETATION	 	2
	 	 	 	 	 
	ARTICLE II.
    CERTAIN INTER-CREDITOR AND INTER-DEBTOR ISSUES	 	14
	 	 	 	 	 
	 	2.1.	Settlement of Certain Inter-Creditor
    Issues	 	14
	 	2.2.	Intercompany Claims and
    Intercompany Interests	 	14
	 	 	 	 	 
	ARTICLE
    III. DIP CLAIMS, ADMINISTRATIVE EXPENSE CLAIMS, PROFESSIONAL FEE CLAIMS, AND U.S. TRUSTEE FEES	 	 
	 	 	 	 	15
	 	3.1.	DIP Claims	 	15
	 	3.2.	Administrative Expense
    Claims	 	15
	 	3.3.	Professional Fee Claims	 	16
	 	3.4.	U.S. Trustee Fees	 	17
	 	 	 	 	 
	ARTICLE IV.
    CLASSIFICATION OF CLAIMS AND INTERESTS	 	17
	 	 	 	 	 
	 	4.1.	Classification of Claims
    and Interests	 	17
	 	4.2.	Unimpaired Classes of Claims
    and Interests	 	18
	 	4.3.	Impaired Classes of Claims
    and Interests	 	18
	 	4.4.	Separate Classification
    of Secured Claims	 	18
	 	 	 	 	 
	ARTICLE V.
    TREATMENT OF CLAIMS AND INTERESTS	 	19
	 	 	 	 	 
	 	5.1.	Secured Claims (Class 1)	 	19
	 	5.2.	Unsecured Priority Claims
    (Class 2)	 	19
	 	5.3.	General Unsecured Claims
    (Class 3)	 	19
	 	5.4.	Intercompany Claims (Class
    4)	 	20
	 	5.5.	Existing Preferred Equity
    Interests (Class 5)	 	20
	 	5.6.	Existing HIT Common Equity
    Interests (Class 6)	 	21
	 	5.7.	Intercompany Interests
    (Class 7)	 	21
	 	 	 	 	 
	ARTICLE
    VI. ACCEPTANCE OR REJECTION OF THE PLAN; EFFECT OF REJECTION BY ONE OR MORE CLASSES OF CLAIMS OR INTERESTS	 	21
	 	 	 	 	
	 	6.1.	Class Acceptance Requirement	 	21
	 	6.2.	Tabulation of Votes on
    a Non-Consolidated Basis	 	22




    i 


     


    

	 	6.3.	Confirmation Pursuant to Section
    1129(b) of the Bankruptcy Code or “Cramdown.”	 	22
	 	6.4.	Confirmation of All Cases	 	22
	 	 	 	 	 
	ARTICLE VII. MEANS FOR IMPLEMENTATION	 	22
	 	 	 	 	 
	 	7.1.	Non-Substantive Consolidation	 	22
	   	7.2.  	Continued Corporate Existence, Vesting of Assets in the
  Reorganized Debtors, and Assumption of the Indemnification Agreements	   	22
	 	7.3.	Compromise of Controversies	 	23
	 	7.4.	Sources of Cash for Plan Distribution	 	24
	 	7.5.	Restructuring Expenses	 	24
	 	7.6.	Corporate Action	 	24
	 	7.7.	Exit Facility	 	25
	 	7.8.	Authorization and Issuance of New HIT Common Equity
    Interests	 	25
	 	7.9.	Exemption from Registration	 	26
	 	7.10.	Cancellation of Existing Securities and Agreements	 	26
	 	7.11.	Officers and Board of Directors	 	27
	 	7.12.	Restructuring Transactions	 	27
	 	7.13.	Employee Matters	 	29
	 	7.14.	Release of Avoidance Actions	 	29
	 	7.15.	Closing of Chapter 11 Cases	 	29
	 	7.16.	Notice of Effective Date	 	30
	 	7.17.	Corporate and Other Action	 	30
	 	7.18.	Approval of Plan Documents	 	30
	 	 	 	 	 
	ARTICLE VIII. CVR DISTRIBUTIONS AND RELATED
    MATTERS	 	30
	 	 	 	 	 
	 	8.1.	CVR Payments	 	30
	 	8.2.	Maturity Date of CVRs	 	31
	 	8.3.	Securities Law Considerations	 	31
	 	8.4.	Certain Covenants	 	31
	 	8.5.	Reporting	 	32
	 	8.6.	Inconsistency Between Plan and CVR Agreement	 	32
	 	 	 	 	 
	ARTICLE IX. DISTRIBUTIONS	 	32
	 	 	 	 	 
	 	9.1.	Plan Distributions Generally	 	32
	 	9.2.	Distribution Record Date	 	32



    -ii-


     


    


	 	9.3.	Date of Plan Distributions	 	32
	 	9.4.	Disbursing Agent	 	33
	 	9.5.	Rights and Powers of Disbursing Agent	 	33
	 	9.6.	Expenses of Disbursing Agent	 	33
	 	9.7.	Delivery of Plan Distributions	 	33
	 	9.8.	Proofs of Claim; Disputed Claims Process	 	34
	 	9.9.	Postpetition Interest	 	34
	 	9.10.	Unclaimed Property	 	34
	 	9.11.	Time Bar to Cash Payments	 	35
	 	9.12.	Manner of Payment under Plan	 	35
	 	9.13.	Satisfaction of Claims	 	35
	 	9.14.	Setoffs	 	35
	 	9.15.	Withholding and Reporting Requirements	 	36
	 	 	 	 	 
	ARTICLE X. EXECUTORY CONTRACTS AND UNEXPIRED
    LEASES	 	36
	 	 	 	 	 
	 	10.1.	General Treatment; Assumption and Rejection of Executory
    Contracts or Unexpired Leases	 	36
	 	10.2.	Cure of Defaults for Assumed Executory Contracts and
    Unexpired Leases	 	37
	 	10.3.	Rejection of Executory Contracts or Unexpired Leases	 	38
	 	10.4.	Survival of the Debtors’ Indemnification Obligations
    and Guarantees	 	39
	 	10.5.	Severance Contracts and Programs	 	39
	 	10.6.	Insurance Policies	 	40
	 	10.7.	Intellectual Property Licenses and Agreements	 	40
	 	10.8.	Modifications, Amendments, Supplements, Restatements,
    or Other Agreements	 	40
	 	10.9.	Reservation of Rights	 	40
	 	 	 	 	 
	ARTICLE XI. CONDITIONS PRECEDENT TO CONSUMMATION
    OF THE PLAN	 	41
	 	 	 
	 	11.1.	Conditions Precedent to Effective Date	 	41
	 	11.2.	Waiver of Conditions Precedent	 	42
	 	11.3.	Effect of Failure of a Condition	 	42
	 	 	 	 	 
	ARTICLE XII. EFFECT OF CONFIRMATION OF
    PLAN	 	42
	 	 	 	 	 
	 	12.1.	Vesting of Assets	 	42
	 	12.2.	Binding Effect	 	43
	 	12.3.	Deemed Consent to Change of Control of Debtors	 	43




    -iii-


     


    

	 	12.4.	Discharge of Claims and Termination
    of Interests	 	43
	 	12.5.	Term of Injunctions or Stays	 	43
	 	12.6.	Injunction	 	44
	 	12.7.	Releases	 	45
	 	12.8.	Ipso Facto and Similar Provisions Ineffective	 	49
	 	12.9.	No Successor Liability	 	49
	 	 	 	 	 
	ARTICLE XIII. RETENTION OF JURISDICTION	 	50
	 	 	 	 	 
	 	13.1.	Retention of Jurisdiction	 	50
	 	13.2.	Courts of Competent Jurisdiction	 	52
	 	 	 	 	 
	ARTICLE XIV. MISCELLANEOUS PROVISIONS	 	52
	 	 	 	 	 
	 	14.1.	Payment of Statutory Fees	 	52
	 	14.2.	Substantial Consummation of the Plan	 	52
	 	14.3.	Expedited Determination of Taxes	 	52
	 	14.4.	Exemption from Certain Transfer Taxes	 	53
	 	14.5.	Amendments	 	53
	 	14.6.	Effectuating Documents and Further Transactions	 	54
	 	14.7.	Revocation or Withdrawal of Plan	 	54
	 	14.8.	Severability of Plan Provisions	 	54
	 	14.9.	Governing Law	 	55
	 	14.10.	Time	 	55
	 	14.11.	Dates of Actions to Implement the Plan	 	55
	 	14.12.	Immediate Binding Effect	 	55
	 	14.13.	Deemed Acts	 	55
	 	14.14.	Successor and Assigns	 	56
	 	14.15.	Entire Agreement	 	56
	 	14.16.	Exhibits to Plan	 	56
	 	14.17.	Reservation of Rights	 	56
	 	14.18.	Plan Supplement	 	56
	 	14.19.	Waiver or Estoppel	 	56
	 	14.20.	Notices	 	57
	 	 	 	 	 
	ARTICLE XV. CONCLUSION AND RECOMMENDATION	 	58





    -iv-


     


    




INTRODUCTION2


 


Hospitality
Investors Trust, Inc., a Maryland corporation, and Hospitality Investors Trust Operating Partnership, L.P., a Delaware limited partnership,
hereby propose the following chapter 11 plan under section 1121(c) of the Bankruptcy Code for the resolution of the outstanding claims
against, and equity interests in, the Debtors.


 


After
extensive deliberation, the Debtors determined in their business judgment to commence pre-packaged chapter 11 proceedings pursuant to
a restructuring support agreement with the Plan Sponsor that allows the Debtors to rationalize their capital structure and provide a
sustainable path forward for the Debtors’ business.


 


The
Plan reflects the agreement reached among the Debtors and the Plan Sponsor, as set forth in the Restructuring Support Agreement (attached
to the Disclosure Statement), to reorganize via a consensual transaction that will provide for the Debtors’ emergence from these
chapter 11 proceedings under new ownership by the Plan Sponsor. The Debtors believe that the financial restructuring and the other transactions
reflected in the Plan will strengthen the Reorganized Debtors’ balance sheet and put them in position to maximize value for all
stakeholders.


 


The
Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code. Reference is made to the Disclosure
Statement (distributed contemporaneously herewith) for a discussion of the Debtors’ history, businesses, properties, projections,
the events leading up to solicitation of the Plan, and for a summary and analysis of the Plan and the treatment provided for herein.
The Debtors urge all holders of Existing Preferred Equity Interests entitled to vote on the Plan to review the Disclosure Statement and
the Plan in full before voting to accept or reject the Plan. There also are other agreements and documents that will be filed with the
Bankruptcy Court after commencement of the Chapter 11 Cases that are referenced in the Plan and the Plan Supplement as exhibits. All
such exhibits will be incorporated into and are a part of the Plan as if set forth in full herein. Subject to certain restrictions set
forth in the Plan, and the requirements set forth in section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and Sections 14.5
and 14.7 of the Plan, the Debtors reserve the right to amend, supplement, amend and restate, modify, revoke, or withdraw the Plan prior
to the Effective Date.


 


The
Chapter 11 Cases will be consolidated for procedural purposes only and the Debtors will request that they be jointly administered pursuant
to an order of the Bankruptcy Court. The Plan constitutes a separate plan of reorganization for each of the Debtors and, notwithstanding
anything herein, the Plan may be confirmed and consummated as to each Debtor separate from, and independent of, confirmation and consummation
of the Plan as to any other Debtor. If the Plan cannot be confirmed as to one or both of the Debtors, then the Debtors, with the consent
of the Plan Sponsor, (a) may revoke the Plan as to all of the Debtors or (b) may revoke the Plan as to one of the Debtors (and any
such Debtor’s Chapter 11 Case may be converted, continued, or dismissed) and confirm the Plan as to the remaining Debtor to the
extent required without the need for re-solicitation as to any holder of a Claim against or Interest in the Debtors for which the Plan
is not so revoked. The Debtors also reserve the right to seek confirmation of the Plan pursuant to the “cram down” provisions
contained in section 1129(b) of the Bankruptcy Code with respect to any non-accepting Class.


 





 


2
All capitalized terms used but not defined herein have the meanings set forth in Article I.




     1


     


    

ARTICLE
I.

DEFINITIONS AND INTERPRETATION


 


		A.	Definitions.



 


The
following terms shall have the meanings set forth below (such meanings to be equally applicable to both the singular and plural):


 


1.1            “Administrative
Expense Claim” means any right to payment constituting a cost or expense
of administration of the Chapter 11 Cases of the kind specified in section 503(b) of the Bankruptcy Code and entitled to priority pursuant
to sections 328, 330, 363, 364(c)(1), 365, 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code (other than a DIP Claim, Professional
Fee Claim, or a claim for fees arising under 28 U.S.C. § 1930) incurred during the period from the Petition Date to the Effective
Date, including: (a) any actual and necessary costs and expenses of preserving the Estates, any actual and necessary costs and expenses
of operating the Debtors’ business, and any indebtedness or obligations incurred or assumed by the Debtors during the Chapter 11
Cases; and (b) any payment to be made under this Plan to cure a default under an assumed, or assumed and assigned, Executory Contract
or Unexpired Lease.


 


1.2            “Allowed”
means, with respect to a Claim or Interest under this Plan, a Claim or
Interest that is an Allowed Claim, Allowed Interest, Allowed _______ Claim, or Allowed _______ Interest.


 


1.3            “Allowed
Claim”, “Allowed Interest”, “Allowed _______ Claim” (with
respect to a specific type of Claim), or “Allowed _______ Interest” (with
respect to a specific type of Interest) means, with respect to a Claim or Interest under this Plan: (a) any Claim or Interest (or a portion
thereof) as to which no action to dispute, disallow, deny, equitably subordinate, or otherwise limit recovery with respect thereto, or
alter the priority thereof (including a claim objection), has been timely commenced within the applicable period of limitation fixed
by this Plan or applicable law, or, if an action to dispute, disallow, deny, equitably subordinate, or otherwise limit recovery with
respect thereto, or alter priority thereof, has been timely commenced, to the extent such Claim or Interest has been allowed (whether
in whole or in part) by a Final Order of a court of competent jurisdiction with respect to the subject matter; or (b) any Claim
or Interest or portion thereof that is allowed (i) in any contract, instrument, or other agreement entered into in connection with the
Plan, (ii) pursuant to the terms of the Plan, (iii) by Final Order of the Bankruptcy Court, or (iv) with respect to an Administrative
Expense Claim only (x) that was incurred by the Debtors in the ordinary course of business during the Chapter 11 Cases to the extent
due and owing without defense, offset, recoupment, or counterclaim of any kind, and (y) that is not otherwise Disputed. For the avoidance
of doubt, except as specified under Section 10.3 herein with respect to rejection damage Claims, no holders of Claims or Interests are
required to file a Proof of Claim or proof of Interest (or move the Bankruptcy Court for allowance) to be an Allowed Claim or Allowed
Interest, as applicable, under the Plan.



     2


     


    


1.4            “Amended
Constituent Documents” means, on or after the Effective Date, collectively,
the amended and restated by-laws, Limited Partnership Agreement, or similar governing documents and the amended and restated certificates
of incorporation, certificate of limited partnership, or other formation documents of the Debtors, each in form and substance reasonably
acceptable to the Debtors and the Plan Sponsor. Forms of the Amended Constituent Documents shall be filed as part of the Plan Supplement.


 


1.5            “Avoidance
Actions” means any and all avoidance, recovery, subordination or other
claims, actions or remedies that may be brought by or on behalf of the Debtors or their Estates or other authorized parties in interest
under the Bankruptcy Code or applicable non-bankruptcy law, including actions or remedies under sections 502, 510, 542, 544, 545, and
547 through and including 553 of the Bankruptcy Code. 


 


1.6            “Ballot”
means the form distributed prior to the Petition Date to holders of Impaired
Interests entitled to vote on the Plan to indicate their acceptance or rejection of the Plan and approved by the Bankruptcy Court pursuant
to the Confirmation Order. 


 


1.7            “Bankruptcy
Code” means title 11 of the United States Code, as amended from time
to time, as applicable to the Chapter 11 Cases.


 


1.8            “Bankruptcy
Court” means the United States Bankruptcy Court for the District of
Delaware, or any other court exercising competent jurisdiction over the Chapter 11 Cases or any proceeding therein.


 


1.9            “Bankruptcy
Rules” means the Federal Rules of Bankruptcy Procedure, as promulgated
by the Supreme Court of the United States under section 2075 of title 28 of the United States Code, as amended from time to time, as
applicable to the Chapter 11 Cases, and any local rules of the Bankruptcy Court.


 


1.10         
“Brookfield Investor” means,
collectively, Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC and its successors and permitted assigns.


 


1.11         
“Business Day” means
any day other than a Saturday, Sunday, or a “legal holiday,” as defined in Bankruptcy Rule 9006(a).


 


1.12         
“Cash” means
the legal currency of the United States and equivalents thereof.


 


1.13         
“Causes of Action” means
any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses,
offsets, powers, privileges, licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known
or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured
or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or
otherwise. Causes of Action also include: (i) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches
of duties imposed by law; (ii) the right to object to or otherwise contest Claims or Interests; (iii) claims pursuant to sections 362,
510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (iv) such claims and defenses as fraud, mistake, duress, and usury,
and any other defenses set forth in section 558 of the Bankruptcy Code. 



     3


     


    


1.14         
“Chapter 11 Cases” means
the jointly administered cases under chapter 11 of the Bankruptcy Code commenced by the Debtors on the Petition Date in the Bankruptcy
Court.


 


1.15         
“Claim” means
any “claim” as defined in section 101(5) of the Bankruptcy Code against the Debtors or property of the Debtors, including
any Claim arising after the Petition Date.


 


1.16         
“Claims and Noticing Agent”
means Epiq Corporate Restructuring, LLC or any other entity approved by the Bankruptcy
Court to act as the Debtors’ claims and noticing agent pursuant to 28 U.S.C. § 156(c).


 


1.17         
“Class” means
each category of Claims or Interests established under Article IV of the Plan pursuant to sections 1122 and 1123(a)(1) of the Bankruptcy
Code.


 


1.18         
“Collateral” means
any property or interest in property of the Estates subject to a Lien to secure the payment or performance of a Claim, which Lien has
not been avoided or is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable
state law.


 


1.19         
“Combined Hearing” means
a hearing to be held by the Bankruptcy Court to consider approval of the Disclosure Statement and confirmation of this Plan, as such
hearing may be adjourned or continued from time to time.


 


1.20         
“Company” means
the Debtors and their non-Debtor affiliates.


 


1.21         
“Confirmation Date” means
the date on which the Court enters the Confirmation Order on the docket of the Chapter 11 Cases.


 


1.22         
“Confirmation Order” means
the order of the Bankruptcy Court approving the Disclosure Statement pursuant to section 1125 of the Bankruptcy Code and confirming this
Plan pursuant to section 1129 of the Bankruptcy Code, which order shall be in form and substance reasonably acceptable to the Debtors
and the Plan Sponsor.


 


1.23         
“Cure Claim” means
a Claim (unless waived or modified by the applicable counterparty) based upon a Debtor’s default under an Executory Contract or
an Unexpired Lease assumed by such Debtor under section 365 of the Bankruptcy Code, other than a default that is not required to be cured
pursuant to section 365(b)(2) of the Bankruptcy Code.


 


1.24         
“CVR” or “CVRs”
means the contingent value rights of holders of Existing HIT Common Equity Interests,
to receive contingent Cash payments pursuant to this Plan and the CVR Agreement.


 


1.25         
“CVR Agent” means
Computershare Inc., and its subsidiary Computershare Trust Company, N.A., as agent with respect to the CVRs, and its successors and assigns
(if any).


 


1.26         
“CVR Agreement” means
that certain Contingent Value Rights Agreement, to be entered into by and between HIT
and the CVR Agent as of the Effective Date, substantially in the form attached hereto as Exhibit A, the terms of which are fully
incorporated herein, and shall be in form and substance reasonably acceptable to the Debtors and the Brookfield Investor.



     4


     


    


1.27         
“CVR Asset Pool” shall
have the meaning ascribed thereto in the CVR Agreement.


 


1.28         
“D&O Liability Insurance Policies”
means all insurance policies for directors’, managers’, and
officers’ liability (including employment practices liability and fiduciary liability) maintained by the Debtors prior to the Effective
Date, including as such policies may extend to employees, including any such policies that are “run-off” or “tail”
policies.


 


1.29         
“Debtors” means,
individually or collectively, as the context requires, HIT and HITOP.


 


1.30         
“DIP Agent” means
Trimont Real Estate Advisors, LLC, solely in its capacity as administrative agent and collateral agent under the DIP Credit Agreement,
and its successors and assigns.


 


1.31         
“DIP Claims” means
all Claims against any Debtor on account of, arising under or relating to the DIP Obligations.


 


1.32         
“DIP Facility” means
the senior secured, super-priority debtor-in-possession loan facility made available to the Debtors pursuant to the DIP Credit Agreement
and the Interim DIP Order and/or Final DIP Order.


 


1.33         
“DIP Facility Undrawn Amount”
means an amount equal to (a) $65 million minus (b) the total principal amount
of commitments funded by the DIP Lenders to the Debtors under the DIP Credit Agreement prior to the Effective Date. 


 


1.34        
“DIP Credit Agreement”
means that certain debtor-in-possession credit agreement, substantially in the
form of Exhibit A to the proposed Interim DIP Order and Exhibit A to the Motion of the Debtors for Entry of Interim and Final
Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Secured Financing, (B) Use Cash Collateral, and (C) Grant Liens and Superpriority
Administrative Expenses Claims; (II) Modifying the Automatic Stay; (III) Scheduling a Final Hearing; and (IV) Granting Related Relief,
by and among the Debtors, the DIP Lender, and the DIP Agent, (as it may be amended, modified, or supplemented from time to time on the
terms and conditions set forth therein), in the aggregate amount of $65 million, and in form and substance acceptable to the Debtors
and to the DIP Lender, in its sole discretion.


 


1.35         
“DIP Financing Invested Capital Amount”
shall have the meaning ascribed thereto in the CVR Agreement.


 


1.36         
“DIP Lender” means
the Initial DIP Lender and any party that becomes a “Lender” (as defined in the DIP Credit Agreement), in each case, for
so long as such party holds loans or commitments under the DIP Credit Agreement.


 


1.37         
“DIP Loan Documents” means
the “Loan Documents” as defined in the DIP Credit Agreement, each in form and substance acceptable to the Debtors and to
the DIP Lender, in its sole discretion. 


 


1.38         
“DIP Obligations” means
the “Obligations” as such term is defined in the DIP Credit Agreement. 



     5


     


    


1.39         
“Disallowed” means
any Claim, or any portion thereof, that has been disallowed by Final Order, pursuant to a provision in this Plan or the Confirmation
Order, or pursuant to a settlement between the Debtors, with the consent of the Plan Sponsor, or Reorganized Debtor, as applicable.


 


1.40         
“Disbursing Agent” means,
as applicable, Reorganized HIT or the entity designated by Reorganized HIT to distribute the Plan Consideration. 


 


1.41         
“Disclosure Statement” means
the disclosure statement that relates to this Plan, including all exhibits and schedules annexed thereto or referred to therein (in each
case, as it or they may be amended, modified, or supplemented from time to time), in form and substance reasonably acceptable to the
Debtors and the Plan Sponsor.


 


1.42         
 “Disputed” means,
with respect to a Claim or Interest, that portion (including, when appropriate, the whole) of such Claim or Interest that: (a) (i) has
not been scheduled by the Debtors in their Schedules, if filed with the Bankruptcy Court, or has been scheduled in a lesser amount or
different priority than the amount or priority asserted by the holder of such Claim or Interest, or (ii) has been scheduled as contingent,
unliquidated or disputed and for which no Proof of Claim has been timely filed; (b) is the subject of an objection or request for estimation
filed in the Bankruptcy Court which has not been withdrawn or overruled by a Final Order; and/or (c) is otherwise disputed by the Debtors
in accordance with applicable law or contract, which dispute has not been withdrawn, resolved or overruled by Final Order.


 


1.43         
“Effective Date” means
the date specified by the Debtors in a notice filed with the Bankruptcy Court as the date on which the Plan shall take effect, which
date shall be the first Business Day on which all of the conditions set forth in Section 11.1 of this Plan have been satisfied or waived
in accordance with the terms hereof and no stay of the Confirmation Order is in effect.


 


1.44         
“Employee Arrangements” means
any employee compensation plans, benefit plans, employment agreements, offer letters, or award letters to which any Debtor is a party.


 


1.45         
“Entity” shall
have the meaning set forth in section 101(15) of the Bankruptcy Code.


 


1.46         
“Equity Security” means
an “equity security” as defined in section 101(16) of the Bankruptcy Code.


 


1.47         
“Estate” means
each estate created in the Chapter 11 Cases pursuant to section 541 of the Bankruptcy Code.


 


1.48         
“Exchange Act” means
the Exchange Act of 1934, as amended.


 


1.49         
“Exculpated Parties” means
collectively and solely in their capacity as such, (a) the Debtors, (b) the Plan Sponsor (c) the DIP Lender, (d) the DIP Agent, and (e)
for each of the foregoing Entities in (a) through (d), each such Entity’s (and each such Entity’s current and former affiliates’
and subsidiaries’) predecessors, successors and assigns, current and former equity holders (regardless of whether such interests
are held directly or indirectly), directors and officers (and any professionals for such directors and officers, in their capacity as
such), managers, principals, stockholders, shareholders, members, employees, agents, advisory board members, financial advisors, partners,
attorneys, accountants, managed accounts or funds, management companies, fund advisors, investment bankers, consultants, representatives,
and all other retained Professional Persons (in each case solely to the extent serving in such capacity as of the Petition Date). 



     6


     


    


1.50         
“Executory Contract” means
a contract or lease to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 or 1123
of the Bankruptcy Code.


 


1.51         
“Existing HIT Common Equity Interests”
means all existing Interests (other than Intercompany Interests and Existing
Preferred Equity Interests) in HIT that are outstanding immediately prior to the Effective Date. 


 


1.52         
“Existing HIT Preferred Interests”
means the sole issued and outstanding redeemable preferred share in HIT,
held by the Plan Sponsor.


 


1.53         
“Existing HITOP Preferred Interests”
means the Class C preferred units of limited partnership interests in HITOP
issued in accordance with the Limited Partnership Agreement and pursuant to that certain Securities Purchase, Voting, and Standstill
Agreement dated January 12, 2017, by and between the Debtors and the Plan Sponsor.


 


1.54         
“Existing Preferred Equity Interests”
means the Existing HIT Preferred Interests and the Existing HITOP Preferred
Interests, collectively.


 


1.55         
“Exit Facility” means
the secured exit loan facility provided under the Exit Facility Agreement as of the Effective Date, which shall be (i) used for general
corporate purposes, including, without limitation, the payment of deferred franchise fees and loan modification fees and (ii) in form
and substance acceptable to the Debtors and to the Plan Sponsor, in its sole discretion.


 


1.56         
“Exit Facility Agent” means
the administrative agent, solely in its capacity as such, under the Exit Facility Agreement and any of its successors or assigns.


 


1.57         
“Exit Facility Agreement”
means, on and after the Effective Date, that certain credit and guaranty agreement,
to be dated on or about the Effective Date, by and among the Reorganized Debtors, the Exit Facility Agent, and the Exit Facility Lender,
including any and all documents and instruments executed in connection therewith (in each case, as it may be amended, modified or supplemented
from time to time on the terms and conditions set forth therein). The Exit Facility Agreement shall (A) (i) provide for a maximum drawn
principal amount of (a) $25 million plus (b) the DIP Facility Undrawn Amount, (ii) bear interest at 15.00 percent per annum payable
in cash or in kind, (iii) mature on the date that is three years from the Effective Date and (B) be (x) in form and substance acceptable
to the Debtors and to the Exit Facility Lender, in its sole discretion, (y) in form and substance consistent with the DIP Credit Agreement,
except as otherwise provided in this Section 1.57, and (z) filed as part of the Plan Supplement.


 


1.58         
“Exit Facility Lender” means
an affiliate of the Plan Sponsor in its capacity as the lender under the Exit Facility Agreement, and its respective successors and permitted
assigns.



     7


     


    


1.59         
“Fee Escrow Account” means
an account, either interest-bearing or non-interest bearing, in an amount equal to the total estimated amount (subject to the DIP Budget
(as defined in the Interim DIP Order and Final DIP Order)) of unpaid Professional Fee Claims and funded by the Debtors on the Effective
Date.


 


1.60         
“Final DIP Order” means
the Final Order of the Bankruptcy Court authorizing and approving, inter alia, the Debtors’
entry into the DIP Credit Agreement, in form and substance acceptable to the Debtors and to the Plan Sponsor, its sole discretion.


 


1.61         
“Final Order” means
an order, ruling or judgment of the Bankruptcy Court or in the applicable court of competent jurisdiction that has been entered on the
docket in the Chapter 11 Cases, which has not been reversed, vacated, or stayed and as to which (i) the time to appeal, petition for
certiorari, or move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition for certiorari, or other
proceeding for a new trial, reargument, or rehearing shall then be pending or (ii) if an appeal, writ of certiorari, new trial, reargument,
or rehearing thereof has been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to
which such order was appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have been denied
or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari, or move for a new trial,
reargument, or rehearing shall have expired; provided, that no order or judgment shall
fail to be a Final Order solely because of the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure has
been or may be filed with respect to such order or judgment; provided,  further,
that no order or judgment shall fail to be a Final Order solely because of the susceptibility of a Claim to a challenge under section
502(j) of the Bankruptcy Code.


 


1.62         
“General Unsecured Claim”
means any Claim other than: (a) a Secured Claim; (b) a DIP Claim; (c) an Unsecured
Priority Claims; (d) an Administrative Expense Claim; (e) a Professional Fee Claim; (f) a claim for fees arising under 28 U.S.C. § 1930;
and (g) an Intercompany Claim. 


 


1.63         
“Governmental Unit” means
a “governmental unit” as defined in section 101(27) of the Bankruptcy Code. 


 


1.64         
“HIT” means
Hospitality Investors Trust, Inc., a Maryland corporation. 


 


1.65         
“HITOP” means
Hospitality Investors Trust Operating Partnership, L.P., a Delaware limited partnership.


 


1.66         
“Initial DIP Lender” means
Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC.


 


1.67         
“Impaired” means,
when used in reference to a Class, any Class that is impaired within the meaning of section 1124 of the Bankruptcy Code.


 


1.68         
“Incentive Equity Awards”
means awards of, or in respect of, Existing HIT Common Equity Interests under the
Incentive Equity Plan.


 


1.69         
“Incentive Equity Plan”
means the Amended and Restated Employee and Director Incentive Restricted
Share Plan of Hospitality Investors Trust, Inc., as in effect from time to time.



     8


     


    








1.70         
“Indemnification Agreements” means those certain prepetition agreements of the Debtors to indemnify and hold harmless
the managers, directors, officers, or employees of the Debtors who served in such capacity, which agreements are to be assumed according
to the provisions of this Plan, including, without limitation, that certain: (i) Indemnification Agreement, dated as of December
31, 2014, by and between HIT (f/k/a American Realty Capital Hospitality Trust, Inc.), and the Indemnitee (as defined therein) parties
thereto; (ii) Indemnification Agreement, dated as of March 31, 2017, by and between HIT and Lowell G. Baron; (iii) Indemnification
Agreement, dated as of March 31, 2017, by and between HIT and Edward A. Glickman; (iv) Indemnification Agreement, dated as
of March 31, 2017, by and between HIT and Edward T. Hoganson; (v) Indemnification Agreement, dated as of March 31, 2017,
by and between HIT and Paul C. Hughes; (vi) Indemnification Agreement, dated as of March 31, 2017, by and between HIT and Stephen
P. Joyce; (vii) Indemnification Agreement, dated as of March 31, 2017, by and between HIT and Jonathan P. Mehlman; (viii) Indemnification
Agreement, dated as of March 31, 2017, by and between HIT and Stanley R. Perla; (ix) Indemnification Agreement, dated as of
March 31, 2017, by and between HIT and Abby M. Wenzel; (x) Indemnification Agreement, dated as of March 31, 2017, by and between
HIT and Bruce G. Wiles; and (xi) Indemnification Agreement, dated as of May 8, 2019, by and between HIT and Bruce A. Riggins. 


 


1.71         
“Independent Director” is
defined to be an “independent director” as defined under Listing Rule 303A.02 of the New York Stock Exchange Listed Company
Manual or any successor provision. 


 


1.72         
“Intercompany Claims” means
the Claims against a Debtor held by another Debtor.


 


1.73         
“Intercompany Interests” means
Interests held by a Debtor.


 


1.74         
“Interest” means
the interest (whether legal, equitable, contractual, or otherwise) of any holders of any class of Equity Securities of the Debtors, represented
by shares of common or preferred stock, limited partnership interests or other instruments evidencing an ownership interest in the Debtors,
whether or not certificated, transferable, voting or denominated “stock” or a similar security, or any option, warrant or
right, contractual or otherwise, to acquire any such interest, including, for the avoidance of doubt, the (a) Existing HIT Common Equity
Interests, (b) Incentive Equity Awards, (c) Existing Preferred Equity Interests, and (d) any Claim that is determined to be subordinated
to the status of an Equity Security by Final Order of the Bankruptcy Court, whether under general principles of equitable subordination,
section 510(b) of the Bankruptcy Code, or otherwise.


 


1.75         
“Interim DIP Order”
means the interim order(s) of the Bankruptcy Court authorizing and approving, inter
alia, the Debtors’ entry into the DIP Credit Agreement on an interim basis, in form and substance
acceptable to the Debtors and to the Plan Sponsor, in its sole discretion.


 


1.76         
“Lien” has
the meaning set forth in section 101(37) of the Bankruptcy Code.


 


1.77         
“Limited Partnership Agreement”
means that certain Amended and Restated Agreement of Limited Partnership of HITOP,
dated as of March 31, 2017 (as amended from time to time).


 


1.78         
“Monetization Event” shall
have the meaning ascribed thereto in the CVR Agreement. 



     9


     


    


1.79         
“New Board” means
the board of directors of Reorganized HIT, which shall initially be comprised of at least four (4) members chosen by the Plan Sponsor,
at least one of which shall be an Independent Director.


 


1.80         
“New HIT Common Equity Interests”
means the new common equity interests to be issued by Reorganized HIT under this Plan.


 


1.81         
“New HITOP Interests” means
the new equity interests, including units, to be issued by Reorganized HITOP under this Plan.


 


1.82         
“Non-Debtor Subsidiary” means
any direct or indirect majority owned subsidiary of the Debtors that is not a Debtor in the Chapter 11 Cases.


 


1.83         
“Person” means
any individual, corporation, partnership, association, indenture trustee, limited liability company, cooperative, organization, joint
stock company, joint venture, estate, fund, trust, unincorporated organization, Governmental Unit or any political subdivision thereof,
or any other entity or organization of whatever nature.


 


1.84         
“Petition Date” means
May 19, 2021. 


 


1.85         
“Plan” means
this chapter 11 plan proposed by the Debtors, including the Plan Supplement, all applicable exhibits, supplements, appendices, and schedules
hereto and to the Plan Supplement, either in its present form or as the same may be altered, amended, or modified from time to time in
accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, and the terms hereof, and which shall be in form and substance
reasonably acceptable to the Debtors and the Plan Sponsor.


 


1.86         
“Plan Consideration” means,
with respect to any Class of Claims or Interests entitled to distributions under this Plan, one or more of Cash, CVRs, New HIT Common
Equity Interests, or New HITOP Interests, as applicable.


 


1.87         
“Plan Distribution” means
the distribution of the Plan Consideration under the Plan.


 


1.88         
“Plan Documents” means
the applicable documents, other than this Plan, to be executed, delivered, assumed, and/or performed in connection with the consummation
of this Plan, including the documents to be included in the Plan Supplement and any and all exhibits to this Plan and the Disclosure
Statement, each of which shall be in form and substance acceptable to the Debtors and the Plan Sponsor.


 


1.89         
“Plan Sponsor” means
the Brookfield Investor.


 


1.90         
“Plan Supplement” means
the supplemental appendix to this Plan (as may be amended, modified and/or supplemented) which the Debtors shall file by seven (7) calendar
days prior to the deadline for filing objections to this Plan (provided that the Debtors may amend, supplement, or otherwise modify the
Plan Supplement prior to the Combined Hearing and/or in accordance with the Plan), which may contain, among other things, draft forms,
signed copies, or summaries of material terms, as the case may be, of the following: (a) Amended Constituent Documents; (b) the
Exit Facility Agreement; (c) the Schedule of Rejected Contracts and Leases; (d) the list of proposed directors, officers, and/or managers
of the other Reorganized Debtors, as applicable, including the New Board; (e) the compensation arrangement for any insider of the Debtors
who will be an officer of the Reorganized Debtors; and (f) any additional documents filed with the Bankruptcy Court before the Effective
Date as additional Plan Documents and/or amendments to the Plan Supplement; provided,
that unless consent rights are otherwise expressly set forth in this Plan, each of the documents in the Plan Supplement (whether or not
set forth above), including any alteration, restatement, modification, or replacement thereto, shall be in form and substance reasonably
acceptable to the Debtors and Plan Sponsor or as otherwise required by the RSA.



     10


     


    


1.91         
“Priority Non-Tax Claim” means
any Claim, other than an Administrative Expense Claim, a Professional Fee Claim or a Priority Tax Claim, entitled to priority in payment
as specified in section 507(a) of the Bankruptcy Code.


 


1.92         
“Priority Tax Claim” means
any Claim of a Governmental Unit of the kind entitled to priority in payment under sections 502(i) and 507(a)(8) of the Bankruptcy Code.


 


1.93         
“Pro Rata Share” means,
with respect to Allowed Claims or Interests, the proportion that an Allowed Claim or Interest bears to the sum of all Allowed Claims
or Interests within such Class.


 


1.94         
 “Professional Fee Claims”
means an Administrative Expense Claim of a Professional Person against the Debtors
for compensation for services rendered or reimbursement of costs, expenses or other charges and disbursements incurred during the period
from the Petition Date up to, and including, the Effective Date.


 


1.95         
“Professional Persons” means
all Persons retained by order of the Bankruptcy Court in connection with the Chapter 11 Cases, pursuant to sections 327 or 328 of the
Bankruptcy Code, excluding any ordinary course professionals retained pursuant to an order of the Bankruptcy Court or otherwise.


 


1.96         
“Proof of Claim” means
a proof of Claim filed against any of the Debtors in the Chapter 11 Cases.


 


1.97         
“Released Parties”
means (a) the Debtors, (b) the Non-Debtor Subsidiaries, (c) the Reorganized Debtors,
(d) the Plan Sponsor, (e) the DIP Lender, (f) the DIP Agent, and (g) for each of the foregoing Entities in (a) through (f),
each such Entity’s (and each such Entity’s current and former affiliates’ and subsidiaries’) predecessors, successors
and assigns, current and former equity holders (regardless of whether such interests are held directly or indirectly), directors and
officers (and any professionals for such directors and officers, in their capacity as such), managers, principals, stockholders, shareholders,
members, employees, agents, advisory board members, financial advisors, partners, attorneys, accountants, managed accounts or funds,
management companies, fund advisors, investment bankers, consultants, representatives, and other professionals, each in their capacity
as such; provided, however, that a holder of an Existing HIT Common Equity Interest, in
such capacity, shall not be a Released Party.



     11


     


    




1.98         
“Releasing Parties”
means collectively and solely in their capacity as such, (a) each Released
Party, and (b) as to each of the foregoing Entities, each such Entity’s (and each such Entity’s current and former affiliates’
and subsidiaries’) predecessors, successors and assigns, current and former equity holders (regardless of whether such interests
are held directly or indirectly), directors and officers (and any professionals for such directors and officers, in their capacity as
such), managers, principals, stockholders, shareholders, members, employees, agents, advisory board members, financial advisors, partners,
attorneys, accountants, managed accounts or funds, management companies, fund advisors, investment bankers, consultants, representatives,
and other professionals; provided that the current
or former directors, officers, managers, and employees of the Debtors shall not grant releases against the Debtors or Reorganized Debtors
with respect to the Indemnification Agreements and Employee Arrangements; provided
further, however, that a holder of an Existing HIT Common Equity Interest, in such
capacity, shall not be a Releasing Party.


 


1.99         
“Reorganized ______” means,
as the context requires, HIT, HITOP, and the Debtors, on and after the Effective Date, after giving effect to the transactions occurring
on the Effective Date in accordance with this Plan. 


 


1.100     
“Restructuring Expenses” shall
refer to the expenses as described in Section 3(d) of the Restructuring Support Agreement.


 


1.101     
“Restructuring Support Agreement”
or “RSA” means that certain Restructuring Support
Agreement, to be entered into by and among the Debtors and the Plan Sponsor (as may be amended,
supplemented, or otherwise modified from time to time in accordance with its terms), which provides for, among other things, the implementation
and execution of the Restructuring Transactions (as defined in Section 7.12 of this Plan). 


 


1.102     
“Schedule of Rejected Contracts and Leases”
means, if filed, a schedule of the contracts and leases to be rejected
by the Debtors pursuant to section 365 of the Bankruptcy Code and Article X hereof. The Schedule of Rejected Contracts and Leases
shall be filed as part of the Plan Supplement and may be amended from time to time until the Effective Date, and shall be reasonably
acceptable to the Debtors and the Plan Sponsor.


 


1.103     
“Schedules” means,
if filed with the Bankruptcy Court, the Debtors’ schedules of assets and liabilities and statements of financial affairs, as amended
or supplemented from time to time.


 


1.104     
“Secured Claim” means
a Claim (a) that is secured by a valid, perfected, and enforceable Lien on Collateral, to the extent of the value of the Claim holder’s
interest in such Collateral as of the Confirmation Date or (b) to the extent that the holder thereof has a valid right of setoff pursuant
to section 553 of the Bankruptcy Code.


 


1.105     
“Securities Act” means
the Securities Act of 1933, as amended.


 


1.106     
“Securities Laws” means,
collectively, the Exchange Act and Securities Act.


 


1.107     
“Unexpired Lease” means
a lease of nonresidential real property to which one or more of the Debtors is a party that is subject to assumption or rejection under
section 365 of the Bankruptcy Code.


 


1.108     
“Unimpaired” means
any Claim or Interest in any Class that is not Impaired.



     12


     


    


1.109     
“Unsecured Priority Claims”
means, collectively, the Priority Non-Tax Claims and the Priority Tax Claims.


 


1.110     
“U.S. Trustee” means
the United States Trustee for Region 3.


 


1.111     
“U.S. Trustee Fees” means
fees arising under 28 U.S.C. § 1930(a)(6) and, to the extent applicable, accrued interest thereon arising under 31 U.S.C. §
3717.


 


1.112     
“Voting Class” means
Class 5.


 


		B.	Interpretation;
                                            Application of Definitions and Rules of Construction.



 


		1.	General.



 


Unless
otherwise specified, all section, exhibit, article, or schedule references in this Plan are references to the respective section, exhibit,
article, or schedule of or to this Plan. The words “herein,” “hereof,” “hereto,” “hereunder,”
and other words of similar import refer to this Plan as a whole and not to any particular article, section, subsection, or clause contained
therein. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the
meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable. The rules of construction contained in section
102 of the Bankruptcy Code shall apply to the construction of this Plan. The captions and headings in this Plan are for convenience of
reference only and shall not limit or otherwise affect the provisions hereof. Any reference to an entity as a holder of a Claim or Interest
includes that entity’s successors and assigns. Any reference in the Plan to a contract, instrument, release, indenture, or other
agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially
in such form or substantially on such terms and conditions. Any reference in the Plan to an existing document or exhibit filed or to
be filed means such document or exhibit as it may have been or may be amended, modified, or supplemented. In the appropriate context,
each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, feminine, and the neuter gender. “$” or “dollars” means
Dollars in lawful currency of the United States of America.


 


		2.	Rule
                                            of “Contra Proferentum” Not Applicable.



 


This
Plan is the product of extensive negotiations between and among, inter alia, the Debtors the Plan Sponsor and certain other creditors
and constituencies. Each of the foregoing was represented by independent counsel of their choice who either (i) participated in the formulation
and documentation of or (ii) was afforded the opportunity to review and provide comments on, the Plan, the Disclosure Statement, and
the documents ancillary thereto. Accordingly, unless explicitly stated otherwise, the general rule of contract construction known as
 “contra proferentum” shall not apply to the construction or interpretation of any provision of this Plan, the Disclosure
Statement, or any exhibit, schedule, contract, instrument, release, or other document generated in connection therewith as concerns such
parties identified above.



     13


     


    


		C.	RSA;
                                            Consent Rights Required.



 


Notwithstanding
anything herein to the contrary, so long as the RSA has not been terminated in accordance with its terms, any and all consents and approval
rights of the respective parties as set forth in the RSA with respect to (i) the form and substance of this Plan, (ii) the documents
to be filed as part of the Plan Supplement, (iii) the other Plan Documents, (iv) any other orders or documents referenced herein or otherwise
to be executed in connection with the transactions contemplated hereunder, and/or (v) any other Definitive Documents (as defined in the
RSA), including, in each case, any amendments, restatements, supplements, or other modifications thereto, and any consents, waivers,
or other deviations under or from any such documents, shall be expressly incorporated herein by this reference and fully enforceable
as if stated in full herein; provided, however (as stated above) the terms of the Confirmation Order and then the Plan
control if there is any inconsistency or ambiguity.


 


		D.	Appendices
                                            and Plan Documents.



 


All
Plan Documents and appendices to the Plan are incorporated into the Plan by reference and are a part of the Plan as if set forth in full
herein. The documents contained in the exhibits and Plan Supplement shall be approved by the Bankruptcy Court pursuant to the Confirmation
Order. Holders of Claims and Interests and any other party in interest may review the Plan Documents by accessing the Claims and Noticing
Agent’s website at http://dm.epiq11.com/HospitalityInvestorsTrust or emailing HITREITinfo@epiqglobal.com.


 


ARTICLE
II.



CERTAIN INTER-CREDITOR AND INTER-DEBTOR ISSUES


 


		2.1.	Settlement
                                            of Certain Inter-Creditor Issues.



 


Pursuant
to section 1129 of the Bankruptcy Code, and in consideration for the distributions and other benefits provided under the Plan, the treatment
of Claims and Interests under this Plan represents, among other things, the settlement and compromise of certain potential inter-creditor
claims and disputes.


 


		2.2.	Intercompany
                                            Claims and Intercompany Interests.



 


		(a)	Intercompany
                                            Claims.



 


Notwithstanding
anything to the contrary herein, on the Effective Date, any and all Intercompany Claims shall be reinstated and otherwise survive the
Debtors’ restructuring by virtue of such Intercompany Claims being left Unimpaired. To the extent any such Intercompany Claim is
reinstated, or otherwise adjusted (including by contribution, distribution in exchange for new debt or equity, or otherwise), paid, or
continued as of the Effective Date, any such transaction may be effected on or after the Effective Date without any further action by
the Bankruptcy Court, act or action under applicable law, regulation, order or rule or the vote, consent, authorization or approval of
any Person.



     14


     


    


		(b)	Intercompany
                                            Interests.



 


Notwithstanding
anything to the contrary herein, on or after the Effective Date, any and all Intercompany Interests shall be reinstated.


 




ARTICLE
III.



DIP CLAIMS, ADMINISTRATIVE EXPENSE CLAIMS, 

PROFESSIONAL FEE CLAIMS, AND U.S. TRUSTEE FEES


 


All
Claims and Interests, except DIP Claims, Administrative Expense Claims, Professional Fee Claims, and U.S. Trustee Fees, are placed in
the Classes set forth in Article IV below. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims
(including DIP Claims), Professional Fee Claims, and U.S. Trustee Fees have not been classified, and the holders thereof are not entitled
to vote on this Plan. A Claim or Interest is placed in a particular Class only to the extent that such Claim or Interest falls within
the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest falls within
the description of such other Classes.


 


A
Claim or Interest is placed in a particular Class for all purposes, including voting, confirmation, and distribution under this Plan
and under sections 1122 and 1123(a)(1) of the Bankruptcy Code. However, a Claim or Interest is placed in a particular Class for the purpose
of receiving Plan Distributions only to the extent that such Claim or Interest is an Allowed Claim or an Allowed Interest and has not
been paid, released or otherwise settled prior to the Effective Date.


 


		3.1.	DIP
                                            Claims.



 


The
DIP Claims shall be Allowed in the full amount due and owing under the DIP Credit Agreement and the other DIP Loan Documents. Pursuant
to the Restructuring Support Agreement, the DIP Lender has agreed to convert its DIP Claims into its Pro Rata Share, together with the
holders of Existing Preferred Equity Interests, of 100% of the New HIT Common Equity Interests.


 


Upon
the distribution of Plan Consideration to the holder of the DIP Claims, all Liens and security interests granted to the DIP Agent to
secure the DIP Claims shall be deemed cancelled and shall be of no further force and effect, and the Allowed DIP Claims shall be deemed
to be fully satisfied, settled, released, and discharged.


 


		3.2.	Administrative
                                            Expense Claims.



 


Except
with respect to Allowed Administrative Expense Claims that are Professional Fee Claims, to the extent that a holder of an Allowed Administrative
Expense Claim (including a claim arising under section 503(b)(9) of the Bankruptcy Code that has not been paid pursuant to a motion filed
in accordance with the Bankruptcy Code), together with the Debtors and the Plan Sponsor, agrees to a less favorable treatment, each holder
of an Allowed Administrative Expense Claim shall be paid in full in Cash on the later of (a) the Effective Date or (b) the date such
Allowed Administrative Expense Claim becomes due and payable in accordance with its terms (or as soon thereafter as is practicable);
provided, however, that Allowed Administrative Expense Claims that arise in the ordinary course of the Debtors’ business,
including administrative claims arising from or with respect to the sale of goods or services on or after the Petition Date and the Debtors’
Executory Contracts and Unexpired Leases, shall be paid in the ordinary course of business in accordance with the terms and subject to
the conditions of any agreements governing, instruments evidencing, or other documents relating to, such transactions, without further
action by the holders of such Administrative Expense Claims or further approval by the Bankruptcy Court.



     15


     


    


		3.3.	Professional
                                            Fee Claims.



 


Except
to the extent that the applicable holder of an Allowed Professional Fee Claim agrees to a less favorable treatment, together with the
Debtors and the Plan Sponsor, each holder of a Professional Fee Claim shall be paid in full in Cash pursuant to this Section 3.3.


 


		(a)	Fee
                                            Applications



 


All
Entities seeking an award by the Bankruptcy Court of Professional Fee Claims shall file and serve on counsel for the Reorganized Debtors,
the U.S. Trustee, counsel for the DIP Lender, and such other Entities who are designated by the Bankruptcy Rules, the Confirmation Order,
or other order of the Court, on or before the date that is forty-five (45) days after the Effective Date, their respective final applications
for allowance of compensation for services rendered and reimbursement of expenses incurred from the Petition Date through the Effective
Date. Objections to any Professional Fee Claims must be filed and served on counsel for the Reorganized Debtors, counsel for the DIP
Lender, and the requesting party no later than twenty-one (21) calendar days after the filing of the final applications for compensation
or reimbursement (unless otherwise agreed by the party requesting compensation of a Professional Fee Claim).


 


		(b)	Post-Effective
                                            Date Fees



 


Upon
the Effective Date, any requirement that Professional Persons comply with sections 327 through 331 of the Bankruptcy Code in seeking
retention or compensation for services rendered after such date shall terminate, and the Debtors may employ and pay all Professional
Persons without any further notice to, action by or order or approval of the Bankruptcy Court or any other party.


 


		(c)	Fee
                                            Escrow Account



 


On
or after the Effective Date, the Debtors shall establish and fund the Fee Escrow Account. The Debtors shall fund the Fee Escrow Account
with Cash equal to the Debtors’ good faith estimate of the Allowed Professional Fee Claims (subject to the DIP Budget (as defined
in the Interim DIP Order and Final DIP Order)). Funds held in the Fee Escrow Account shall not be considered property of the Debtors’
Estates or property of the Debtors, but shall revert to the Debtors only after all Allowed Professional Fee Claims have been paid in
full. Fees owing to the applicable holder of an Allowed Professional Fee Claim shall be paid in Cash to such holder from funds held in
the Fee Escrow Account when such Claims are Allowed by an order of the Bankruptcy Court or authorized to be paid under a Final Order
authorizing compensation of Professional Persons; provided, that the Debtors’ obligations with respect to Allowed Professional
Fee Claims shall not be limited by nor deemed limited to the balance of funds held in the Fee Escrow Account. To the extent that funds
held in the Fee Escrow Account are insufficient to satisfy the amount of accrued Allowed Professional Fee Claims, each holder of an Allowed
Professional Fee Claim shall have an Allowed Administrative Expense Claim for any such deficiency, which shall be satisfied in accordance
with this Section 3.3 of this Plan. The Fee Escrow Account shall be free and clear of all Liens, Claims, and encumbrances other than
the residual interests of the Reorganized Debtors as set forth herein.



     16


     


    


		3.4.	U.S.
                                            Trustee Fees.



 


The
Debtors shall pay all outstanding U.S. Trustee Fees on an ongoing basis on the date such U.S. Trustee Fees become due, until such time
as a final decree is entered closing the Chapter 11 Cases, the Chapter 11 Cases are converted or dismissed, or the Bankruptcy Court orders
otherwise.


 


ARTICLE
IV.



CLASSIFICATION OF CLAIMS AND INTERESTS


 


		4.1.	Classification
                                            of Claims and Interests.



 


The
following table designates the Classes of Claims against and Interests in the Debtors, and specifies which Classes are: (a) Impaired
or Unimpaired by this Plan; (b) entitled to vote to accept or reject this Plan in accordance with section 1126 of the Bankruptcy
Code; and (c) presumed to accept or reject this Plan.


 


	Class	Designation	Impairment	Entitled
    to Vote
	Class
    1	Secured
    Claims	No	No
    (Presumed to accept)
	Class
    2	Unsecured
    Priority Claims	No	No
    (Presumed to accept)
	Class
    3	General
    Unsecured Claims	No	No
    (Presumed to accept)
	Class
    4	Intercompany
    Claims	No	No
    (Presumed to accept)
	Class
    5	Class
    5A	Existing
    HIT Preferred Interests	Yes	Yes
	Class
    5B	Existing
    HITOP Preferred Interests	Yes	Yes
	Class
    6	Existing
    HIT Common Equity Interests	Yes	No
    (Presumed to reject)
	Class
    7	Intercompany
    Interests	No	No
    (Presumed to accept)




     17


     


    


If
a controversy arises regarding whether any Claim or Interest is properly classified under the Plan, the Bankruptcy Court shall, upon
proper motion and notice, determine such controversy at the Combined Hearing. If the Bankruptcy Court finds that the classification of
any Claim or Interest is improper, then such Claim or Interest shall be reclassified and the Ballot previously cast by the holder of
such Claim or Interest shall be counted in, and the Claim or Interest shall receive the treatment prescribed in, the Class in which the
Bankruptcy Court determines such Claim or Interest should have been classified, without the necessity of resoliciting any votes on the
Plan.


 


		4.2.	Unimpaired
                                            Classes of Claims and Interests.



 


The
following Classes of Claims are Unimpaired and, therefore, presumed to have accepted this Plan and are not entitled to vote on this Plan
under section 1126(f) of the Bankruptcy Code:


 


		(a)	Class
                                            1: Class 1 consists of all Secured Claims.



 


		(b)	Class
                                            2: Class 2 consists of all Unsecured Priority Claims.



 


		(c)	Class
                                            3: Class 3 consists of all General Unsecured Claims.



 


		(d)	Class
                                            4: Class 4 consists of all Intercompany Claims.



 


		(e)	Class
                                            7: Class 7 consists of all Intercompany Interests.



 


		4.3.	Impaired
                                            Classes of Claims and Interests.



 


The
following Class of Interests is Impaired and entitled to vote on this Plan:


 


(a)          Class
5: Class 5 consists of all Existing Preferred Equity Interests in Class 5A (Existing HIT Preferred Interests), and Class 5B (Existing
HITOP Preferred Interests).


 


The
following Class of Interests is Impaired and deemed to have rejected this Plan and, therefore, is not entitled to vote on this Plan under
section 1126(g) of the Bankruptcy Code:


 


		(b)	Class
                                            6: Class 6 consists of all Existing HIT Common Equity Interests.



 


		4.4.	Separate
                                            Classification of Secured Claims.



 


Although
all Secured Claims have been placed in one Class for purposes of nomenclature, each Secured Claim, to the extent secured by a Lien on
Collateral different than that securing any additional Secured Claims, shall be treated as being in a separate sub-Class for the purpose
of receiving Plan Distributions.



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ARTICLE
V.



TREATMENT OF CLAIMS AND INTERESTS


 


		5.1.	Secured
                                            Claims (Class 1).



 


(a)          Treatment:
On the Effective Date or as soon as reasonably practicable thereafter in the ordinary course of business, except to the extent that a
holder of a Secured Claim already has been paid during the Chapter 11 Cases or such holder, together with the Debtors, agrees to a less
favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Secured Claim,
each holder of an Allowed Secured Claim shall receive, at the sole option of the Debtors with the consent of the Plan Sponsor, either
(i) payment in full, in Cash, of the unpaid portion of its Allowed Secured Claim, (ii) delivery of the Collateral securing such
Allowed Secured Claim, or (iii) other treatment such that the Secured Claim shall be rendered Unimpaired pursuant to section 1124 of
the Bankruptcy Code.


 


(b)          Voting:
Class 1 is Unimpaired, and the holders of Allowed Secured Claims are conclusively presumed to have accepted the Plan pursuant to section
1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Secured Claims are not entitled to vote to accept or reject the Plan, and
the votes of such holders will not be solicited.


 


		5.2.	Unsecured
                                            Priority Claims (Class 2).



 


(a)          Treatment:
On the Effective Date or as soon as reasonably practicable thereafter in the ordinary course of business, except to the extent that a
holder of an Allowed Unsecured Priority Claim already has been paid during the Chapter 11 Cases or such holder, together with the Debtors,
agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each
Allowed Unsecured Priority Claim, each holder of an Allowed Unsecured Priority Claim shall receive payment in full in Cash or as otherwise
provided in the Bankruptcy Code. Any ad valorem taxes and other taxes/fees will be extended to maximum statutory periods under, inter
alia, 11 U.S.C. § 1129(a)(9)(C). Holders of such Claims will be rendered Unimpaired and as such will be deemed to have
accepted the Plan and will not be entitled to vote.


 


(b)          Voting:
Class 2 is Unimpaired, and the holders of Allowed Unsecured Priority Claims are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Unsecured Priority Claims are not entitled to vote to accept
or reject the Plan, and the votes of such holders will not be solicited.


 


		5.3.	General
                                            Unsecured Claims (Class 3).



 


(a)          Treatment:
On or as soon as reasonably practicable after the Effective Date, except to the extent that a holder of an Allowed General Unsecured
Claim, together with the Debtors, agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge
of, and in exchange for each Allowed General Unsecured Claim, each holder of an Allowed General Unsecured Claim shall (i) have its Allowed
General Unsecured Claim reinstated, and paid in full, on the later to occur of the Effective Date or when such Allowed General Unsecured
Claim becomes due in the ordinary course of the Debtors’ or Reorganized Debtors’ business operations or (ii) have its Allowed
General Unsecured Claim otherwise rendered Unimpaired pursuant to section 1124 of the Bankruptcy Code.



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(b)          Voting:
Class 3 is Unimpaired, and the holders of Allowed General Unsecured Claims are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, holders of Allowed General Unsecured Claims are not entitled to vote to accept
or reject the Plan, and the votes of such holders will not be solicited.


 


		5.4.	Intercompany
                                            Claims (Class 4).



 


(a)          Treatment:
On the Effective Date, Allowed Intercompany Claims shall be reinstated.


 


(b)          Voting:
Class 4 is Unimpaired, and the holders of Allowed Intercompany Claims are conclusively presumed to have accepted the Plan pursuant to
section 1126(f) of the Bankruptcy Code. Therefore, holders of Allowed Intercompany Claims are not entitled to vote to accept or reject
the Plan, and the votes of such holders will not be solicited.


 


		5.5.	Existing
                                            Preferred Equity Interests (Class 5).



 


		(a)	Existing
                                            HIT Preferred Interests (Class 5A).



 


		(i)	Treatment:
                                            On the Effective Date, all outstanding shares, units, and interests (and rights, warrants,
                                            options, or other interests to acquire shares and interests) of the Existing HIT Preferred
                                            Interests will be extinguished in exchange for each holder’s Pro Rata Share, together
                                            with the holders of DIP Claims (exclusive, for the avoidance of doubt, of Claims in respect
                                            of the DIP Facility Undrawn Amount) and Class 5B Interests, of 100% of the New HIT Common
                                            Equity Interests issued on the Effective Date.



 


		(ii)	Voting:
                                            Class 5A is Impaired, and the holders of Allowed Existing HIT Preferred Interests will be
                                            entitled to vote to accept or reject the Plan.



 


		(b)	Existing
                                            HITOP Preferred Interests (Class 5B).



 


		(i)	Treatment:
                                            On the Effective Date, (x) 98% of the outstanding shares, units, and interests (and rights,
                                            warrants, options, or other interests to acquire shares and interests) of the Existing HITOP
                                            Preferred Interests will be transferred to HIT in exchange for each holder’s Pro Rata
                                            Share, together with the holders of DIP Claims (exclusive, for the avoidance of doubt, of
                                            Claims in respect of the DIP Facility Undrawn Amount) and Class 5A Interests, of 100% of
                                            the New HIT Common Equity Interests issued on the Effective Date and (y) 2% of the outstanding
                                            shares, units, and interests (and rights, warrants, options, or other interests to acquire
                                            shares and interests) of the Existing HITOP Preferred Interests will be canceled in exchange
                                            for each holder’s Pro Rata Share of 2% of New HITOP Interests.




     20


     


    


		(ii)	Voting:
                                            Class 5B is Impaired, and the holders of Allowed Existing HITOP Preferred Interests will
                                            be entitled to vote to accept or reject the Plan.



 


		5.6.	Existing
                                            HIT Common Equity Interests (Class 6).



 


(a)          Treatment:
On the Effective Date, the Allowed Existing HIT Common Equity Interests shall be cancelled, extinguished and discharged in exchange for
each holder receiving one CVR in respect of each share of the Allowed Existing HIT Common Equity Interests outstanding immediately prior
to the Effective Date and such holders shall be automatically deemed to have accepted the terms of the CVR Agreement and to be a party
thereto, in each case in accordance with the terms of the CVR Agreement.


 


Notwithstanding
the foregoing, the Plan Sponsor has agreed that, on the Effective Date, any Existing HIT Common Equity Interests held by the Plan Sponsor
shall be deemed to be fully vested, and shall not entitle the Plan Sponsor to any distributions of CVRs.


 


(b)          Voting:
Class 6 is Impaired. Each holder of the Allowed Existing HIT Common Equity Interests will be conclusively deemed to have rejected the
Plan pursuant to section 1126(g) of the Bankruptcy Code and will not be entitled to vote to accept or reject the Plan.


 


		5.7.	Intercompany
                                            Interests (Class 7).



 


(a)          Treatment:
On the Effective Date, the Allowed Intercompany Interests will be retained by the existing holders.


 


(b)          Voting:
Class 7 is Unimpaired, and the holders of Allowed Intercompany Interests are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. In addition, there are no non-insider claimants in Class 7 to solicit. Therefore, holders
of Allowed Intercompany Interests are not entitled to vote to accept or reject the Plan, and the votes of such holders will not be solicited.


 


ARTICLE
VI.



ACCEPTANCE OR REJECTION OF

THE PLAN; EFFECT OF REJECTION BY ONE

OR MORE CLASSES OF CLAIMS OR INTERESTS


 


		6.1.	Class
                                            Acceptance Requirement.



 


A
Class of Claims that is Impaired under the Plan shall have accepted the Plan if it is accepted by at least two-thirds (2/3) in dollar
amount and more than one-half (1/2) in number of holders of the Allowed Claims in such Class that have voted on the Plan. A Class of
Interests that is Impaired under the Plan shall have accepted the Plan if it is accepted by holders of at least two-thirds in amount
of such Interests that have voted on the Plan.



     21


     


    


		6.2.	Tabulation
                                            of Votes on a Non-Consolidated Basis.



 


All
votes on the Plan shall be tabulated on a non-consolidated basis by Class and by Debtor for the purpose of determining whether the Plan
satisfies sections 1129(a)(8) and/or (10) of the Bankruptcy Code.


 


		6.3.	Confirmation
                                            Pursuant to Section 1129(b) of the Bankruptcy Code or “Cramdown.”



 


Because
Class 6 is deemed to have rejected this Plan, the Debtors will request confirmation of this Plan, as it may be modified or amended from
time to time, under section 1129(b) of the Bankruptcy Code with respect to such Class. Subject to Sections 14.5 and 14.7 of this Plan,
the Debtors reserve the right (i) to suspend, revoke or withdraw this Plan, (ii) to alter, amend, or modify this Plan, or, (iii) to alter,
amend, modify, revoke, or withdraw any Plan Document, to satisfy the requirements of section 1129(b) of the Bankruptcy Code, if necessary,
in each case of clauses (i)–(iii) only upon the prior written consent of the Plan Sponsor in accordance with the RSA.


 


		6.4.	Confirmation
                                            of All Cases.



 


Except
as otherwise specified herein, the Plan shall not be deemed to have been confirmed unless and until the Plan has been confirmed as to
each of the Debtors; provided, however, that the Debtors, with the prior written consent of the Plan Sponsor, may at any
time waive this Section 6.4.


 


ARTICLE
VII.



MEANS FOR IMPLEMENTATION


 


		7.1.	Non-Substantive
                                            Consolidation.



 


The
Plan is a joint plan that does not provide for substantive consolidation of the Debtors’ Estates, and on the Effective Date, the
Debtors’ Estates shall not be deemed to be substantively consolidated for purposes hereof. Except as specifically set forth herein,
nothing in this Plan shall constitute or be deemed to constitute an admission that any one of the Debtors is subject to or liable for
any claim against any other Debtor. Additionally, claimants holding Claims and Interests against multiple Debtors, to the extent Allowed
in each Debtor’s Chapter 11 Case, will be treated as holding a separate Claim or separate Interest, as applicable, against each
Debtor’s Estate; provided, however, that no holder of an Allowed Claim shall be entitled to receive more than payment
in full of such Allowed Claim.


 


7.2.                Continued
Corporate Existence, Vesting of Assets in the Reorganized Debtors, and Assumption of the Indemnification Agreements.


 


(a)          Except
as otherwise provided in the Plan or any agreement, instrument, or other document incorporated in the Plan or the Plan Supplement (including
the Restructuring Transactions (defined below)), on the Effective Date, each Debtor shall continue to exist after the Effective Date
as a separate corporation, limited liability company, limited partnership, or other form of entity, as the case may be, with all the
powers of a corporation, limited liability company, limited partnership, or other form of entity, as the case may be, pursuant to the
applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to the respective charter and
by-laws (or other analogous formation documents) in effect before the Effective Date, except to the extent such charter or bylaws (or
other analogous formation documents) is amended by the Plan, the Amended Constituent Documents, or otherwise, and to the extent any such
document is amended, such document is deemed to be amended pursuant to the Plan and will be effective without any further action or approval
(other than any requisite filings required under applicable state or federal law).



     22


     


    


(b)          Except
as otherwise provided in this Plan, on and after the Effective Date, all property of the Debtors’ Estates, wherever located, including,
without limitation, all claims, rights, Causes of Action, tax attributes (including, without limitation, net operating losses) and rights
in respect thereof, and any property, wherever located, and whether acquired by the Debtors under or in connection with this Plan or
otherwise, shall vest in the Reorganized Debtors free and clear of all Claims, Liens, charges, other encumbrances and Interests. On and
after the Effective Date, the Reorganized Debtors may operate their business and may use, acquire and dispose of property, wherever located,
and prosecute, compromise or settle any Claims (including any Administrative Expense Claims) and Causes of Action without supervision
of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules other than
restrictions expressly imposed by this Plan or the Confirmation Order. Without limiting the foregoing, the Reorganized Debtors may pay
the charges that each incurs on or after the Effective Date for Professional Persons’ fees, disbursements, expenses or related
support services without application to the Bankruptcy Court.


 


(c)          On
the Effective Date, the Reorganized Debtors shall assume the Indemnifications Agreements. The Indemnification Agreements shall (a) remain
in full force and effect on and after the Effective Date and (b) not be modified, reduced, or discharged without the consent of the beneficiaries
thereof.


 


		7.3.	Compromise
                                            of Controversies.



 


Pursuant
to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and as consideration for the distributions and other benefits provided
under the Plan, the provisions of the Plan constitute a good-faith compromise and settlement of all Claims and controversies resolved
under the Plan, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of such compromise and
settlement under Bankruptcy Rule 9019, and the Bankruptcy Court’s findings shall constitute its determination that such compromises
and settlements are within the range of reasonableness, in the best interests of the Debtors, their Estates, their creditors, and other
parties in interest, and fair and equitable. Each provision of the Plan constitutes a part of this settlement that is non-severable from
the remaining terms of the Plan.



     23


     


    


		7.4.	Sources
                                            of Cash for Plan Distribution.



 


Except
as otherwise provided in the Plan or Confirmation Order, all Cash required for the payments to be made hereunder shall be obtained from
the Debtors’ and the Reorganized Debtors’ operations, Cash balances, including Cash provided under the DIP Facility, and
the Exit Facility.


 


		7.5.	Restructuring
                                            Expenses.



 


To
the extent not otherwise paid, the Debtors or the Reorganized Debtors, as applicable, shall promptly pay outstanding and invoiced Restructuring
Expenses as follows: (a) on the Effective Date, Restructuring Expenses incurred during the period prior to the Effective Date to
the extent invoiced to the Debtors at least one (1) day in advance of the Effective Date and (b) after the Effective Date, any unpaid
Restructuring Expenses within ten (10) Business Days of receiving an invoice; provided, that such Restructuring Expenses shall
be paid in accordance with the terms of any applicable engagement letters or other contractual arrangements without the requirement for
the filing of retention applications, fee applications, or any other applications in the Chapter 11 Cases, and without any requirement
for further notice or Bankruptcy Court review or approval, except as otherwise provided in Section 3.3 hereof with respect to Professional
Fee Claims.


 


		7.6.	Corporate
                                            Action.



 


(a)          On
the Effective Date, and subject to Section 7.13 hereof, all actions contemplated by the Plan shall be deemed authorized and approved
by the Bankruptcy Court in all respects. Among other things, on the Effective Date, the following transactions shall be deemed to have
occurred at 11:59 P.M. Eastern Time and shall occur in the sequence described herein: (i) Reorganized HIT shall issue to the holders
of DIP Claims the New HIT Common Equity Interests described in Section 3.1 of the Plan, (ii) Reorganized HIT shall issue to the holders
of Existing Preferred Equity Interests the New HIT Common Equity Interests described in Section 5.5 of the Plan, which collectively with
the New HIT Common Equity Interests exchanged for the DIP Claims, shall constitute 100% of the New HIT Common Equity Interests issued
on the Effective Date; (iii) Reorganized HIT shall retain its existing Interests in HITOP; (iv) the Existing HITOP Preferred Interest
received by HIT pursuant to Section 5.5(b)(i)(x) of the Plan shall be contributed to HITOP in exchange for 98% of New HITOP Interests
issued on the Effective Date; (v) the Existing HITOP Preferred Interests described in Section 5.5(b)(i)(y) of the Plan shall be exchanged
for 2% of New HITOP Interests issued on the Effective Date; (vi) Reorganized HIT shall enter into the CVR Agreement, entitling each holder
of Existing HIT Common Equity Interests to one CVR for each share of Allowed Existing HIT Common Equity Interests held by such holder
pursuant to Section 5.6 of the Plan, and the CVRs shall be deemed to be issued in accordance with the terms of the CVR Agreement; and
(vii) the Reorganized Debtors shall enter into the Exit Facility provided by the Exit Facility Lender pursuant to the terms of the Exit
Facility Agreement.



     24


     


    


(b)          Upon
the Effective Date, all matters provided for in the Plan involving the corporate or limited partnership structure of the Reorganized
Debtors, and any corporate or limited partnership action required by or of the Debtors or the Reorganized Debtors in connection with
the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders (upon
whom the same shall be binding), directors, general partners, managers, or officers of the Debtors or Reorganized Debtors. On or (as
applicable) before the Effective Date, the appropriate officers, general partners, or managers of the Debtors or the Reorganized Debtors,
as applicable, shall be authorized and (as applicable) directed to issue, execute, deliver, and perform or cause to be performed, the
agreements, documents, securities, and instruments contemplated by the Plan (or necessary or desirable to effectuate the Restructuring
Transactions) in the name of and on behalf of the Reorganized Debtors, including the Exit Facility and any and all other agreements,
documents, securities, and instruments relating to the foregoing, to the extent not previously authorized by the Bankruptcy Court. These
authorizations and approvals shall be effective notwithstanding and without regard to any requirements under non-bankruptcy law.


 


		7.7.	Exit
                                            Facility.



 


(a)          On
the Effective Date, the Reorganized Debtors shall enter into the Exit Facility, which shall be in form and substance acceptable to the
Debtors and the Exit Facility Lender.


 


(b)          The
Confirmation Order shall constitute approval of the Exit Facility (including the transactions contemplated thereby and all payments contemplated
thereunder, all actions to be taken, undertakings to be made, and obligations to be incurred and fees paid or to be paid by the Reorganized
Debtors in connection therewith), and authorization for the Reorganized Debtors to enter into and perform under the Exit Facility Agreement
and such other related documents, and make such payment and any other payment in connection therewith as may be required or appropriate.


 


(c)          The
Reorganized Debtors shall be authorized to execute, deliver, and enter into and perform under the Exit Facility without the need for
any further corporate or limited partnership action and without further action by the holders of Claims or Interests.


 


		7.8.	Authorization
                                            and Issuance of New HIT Common Equity Interests.



 


(a)          All
existing Interests in HIT shall be cancelled as of the Effective Date and, on the Effective Date, the Debtors or the Reorganized Debtors,
as applicable, are authorized to issue or cause to be issued and shall issue the New HIT Common Equity Interests to the Plan Sponsor
in accordance with the terms of the Plan and in the amounts determined by the Plan Sponsor, each without the need for any further corporate
action. All of the New HIT Common Equity Interests, when so issued, shall be duly authorized, validly issued, fully paid, and non-assessable.


 


(b)          Upon
the Effective Date, unless otherwise consented to by the Plan Sponsor, (i) the New HIT Common Equity Interests shall not be registered
under the Securities Laws, and shall not be listed for public trading on any securities exchange, and (ii) none of the Reorganized
Debtors shall be a reporting company under the Exchange Act. Except as provided in the Plan or the Confirmation Order, the New HIT Common
Equity Interests to be distributed under the Plan shall be issued in the names of such holders or their nominees.



     25


     


    


		7.9.	Exemption
                                            from Registration.



 


(a)          The
offer, issuance, and distribution of the New HIT Common Equity Interests and New HITOP Interests shall be exempt, pursuant to section
1145 of the Bankruptcy Code, if applicable, or any similar federal, state, or local law in reliance on section 4(a)(2) of the Securities
Act, or Regulation D promulgated thereunder, or such other exemption as may be available, without further act or action by any Entity,
from registration under (i) the Securities Laws, as amended, and all rules and regulations promulgated thereunder, and (ii) any
state or local law requiring registration for the offer, issuance, or distribution of securities.


 


(b)          The
New HIT Common Equity Interests and New HITOP Interests shall be issued without registration under the Securities Laws, as amended, or
any similar federal, state, or local law in reliance on available exemptions or section 1145 of the Bankruptcy Code and, if applicable,
shall be freely tradable by the recipients thereof, subject to: (i) the provisions of section 1145(b)(1) of the Bankruptcy Code
relating to the definition of an underwriter in section 2(a)(11) of the Securities Act; (ii) compliance with any rules and regulations
of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such securities or instruments; and
(iii) any applicable regulatory approval.


 


(c)          Notwithstanding
anything to the contrary in the Plan, no entity shall be entitled to require a legal opinion regarding the validity of any transaction
contemplated by the Plan, including, for the avoidance of doubt, whether the New HIT Common Equity Interests,
the New HITOP Interests, and the shares thereof issued are exempt from registration, settlement, and depository services.


 


		7.10.	Cancellation
                                            of Existing Securities and Agreements.



 


(a)          Except
for the purpose of evidencing a right to a Plan Distribution under the Plan and except as otherwise set forth in the Plan, including
with respect to Executory Contracts or Unexpired Leases that shall be assumed by the Debtors, on the Effective Date, all agreements,
instruments, and other documents evidencing any Existing Preferred Equity Interest, the Existing HIT Common Equity Interests, or any
other Interest (other than Intercompany Interests that are not modified by the Plan) and any rights of any holder in respect thereof
shall be deemed cancelled, discharged, and of no force or effect and the obligations of the Debtors thereunder shall be deemed fully
satisfied, released, and discharged.


 


(b)          Notwithstanding
such cancellation and discharge, and subject to Section 7.13 hereof, the Existing Preferred Equity Interests and the Existing HIT
Common Equity Interests, including any agreements related thereto, shall continue in effect solely to the extent necessary to (i) allow
the holders of Allowed Existing Preferred Equity Interests and Existing HIT Common Equity Interests to receive Plan Distributions under
the Plan, and (ii) allow the Debtors or the Reorganized Debtors, as applicable, to make post-Effective Date Plan Distributions or take
such other action pursuant to the Plan on account of the Allowed Existing Preferred Equity Interests and Allowed Existing HIT Common
Equity Interests and to otherwise exercise their rights and discharge their obligations relating to the interests of the holders of such
Interests in accordance with the Plan, provided that nothing in this section shall affect the discharge of Claims and Interests
pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan or result in any liability or expense to the Reorganized Debtors.



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(c)          Notwithstanding
the foregoing, any provision in any document, instrument, lease, or other agreement that causes or effectuates, or purports to cause
or effectuate, a default, termination, waiver, or other forfeiture of, or by, the Debtors of their interests, as a result of the cancellations,
terminations, satisfaction, releases, or discharges provided for in this section shall be deemed null and void and shall be of no force
and effect. Nothing contained herein shall be deemed to cancel, terminate, release, or discharge the obligation of the Debtors or any
of their counterparties under any Executory Contract or Unexpired Lease to the extent such Executory Contract or Unexpired Lease has
been assumed by the Debtors pursuant to a Final Order of the Bankruptcy Court or hereunder.


 


		7.11.	Officers
                                            and Board of Directors.



 


(a)          To
the extent then known and determined, the identities of the members of the New Board, as applicable, and to the extent applicable, the
officers of each Reorganized Debtor, shall be disclosed at or prior to the Combined Hearing in accordance with section 1129(a)(5) of
the Bankruptcy Code.


 


(b)          Commencing
on the Effective Date, each of the directors, managers, and officers of each of the Reorganized Debtors shall be elected and serve pursuant
to the terms of the applicable organizational documents, including any Amended Constituent Documents, of such Reorganized Debtor and
may be replaced or removed in accordance with such organizational documents.


 


		7.12.	Restructuring
                                            Transactions.



 


(a)          On
or as soon as practicable after the Effective Date, the Reorganized Debtors shall, subject to the consent of the Plan Sponsor, take such
actions as may be or become necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary
to effectuate the Plan (collectively, the “Restructuring Transactions”), including (i) the execution and delivery
of appropriate agreements or other documents of merger, consolidation, restructuring, financing, conversion, disposition, transfer, dissolution,
or liquidation containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable
law, (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property,
right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms to which the applicable parties
agree, (iii) the filing of appropriate certificates or charters, formation, reincorporation, merger, consolidation, conversion, or dissolution,
(iv) the effective sale of the hotels from the Company to the Plan Sponsor, by virtue of the issuance of the New HIT Common Equity
Interests to the Plan Sponsor as provided for pursuant to the Plan, (v) the issuance of the New HIT Common Equity Interests and the New
HITOP Interests, all of which shall be authorized and approved in all respects in each case without further action being required under
applicable law, regulation, order, or rule, (vi) all other actions that the applicable Entities determine to be necessary or appropriate,
including (A) making filings or recordings that may be required by applicable law, subject, in each case, to the organizational documents
of the Reorganized Debtors, and (B) such other transactions that may be required or necessary to effectuate any of the Restructuring
Transactions in the most tax-efficient manner, including mergers, consolidations, restructurings, conversions, dispositions, transfers,
formations, organizations, dissolutions or liquidations; and (vii) the execution, delivery, and filing, if applicable, of the Exit Facility.
The Restructuring Transactions may include a taxable transfer of all or a portion of the Debtors’ assets or Entities to one or
more newly-formed Entities (or an affiliate or subsidiary of such Entity or Entities) formed and controlled by certain holders of Claims
against or Interests in the Debtors and, in such case, the New HIT Common Equity Interests and New HITOP Interests to holders of DIP
Claims and Existing Preferred Equity Interests pursuant to the Plan may comprise stock (and/or other interests) of such Entity or Entities.



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(b)           Each
officer, member of the board of directors, manager, or general partner of the Debtors is (and each officer, member of the board, or manager
of the Reorganized Debtors shall be) authorized and directed to issue, execute, deliver, file, or record such contracts, securities,
instruments, releases, indentures, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate,
implement, and further evidence the terms and conditions of the Plan, the New HIT Common Equity Interests, the New HITOP Interests, and
the CVRs issued pursuant to the Plan, the CVR Agreement and any Restructuring Transaction in the name of and on behalf of the Reorganized
Debtors, all of which shall be authorized and approved in all respects, in each case, without the need for any further approvals, authorization,
consents, or any further action required under applicable law, regulation, order, or rule (including, without limitation, any action
by the stockholders, directors, managers, or general partners of the Debtors or the Reorganized Debtors) except for those expressly required
pursuant to the Plan.


 


(c)           On
the Effective Date, or as soon thereafter as is reasonably practicable, the Reorganized Debtors’ respective certificates of incorporation,
bylaws, and Limited Partnership Agreement (and other formation and constituent documents relating to limited partnerships) shall be amended
as may be required to be consistent with the provisions of the Plan, the New HIT Common Equity Interests, the New HITOP Interests, and
the documents related to the Exit Facility, as applicable, and the Bankruptcy Code. Among other things, such amendments of the Limited
Partnership Agreement shall include the elimination of any rights of the holder of the special general partnership interest in HITOP
issued in accordance with the Limited Partnership Agreement. The organizational documents, including the Amended Constituent Documents,
for the Reorganized Debtors shall, among other things: (i) authorize the issuance of the New HIT Common Equity Interests, the New HITOP
Interests, and the CVRs; and (ii) pursuant to and only to the extent required by section 1123(a)(6) of the Bankruptcy Code, include
a provision prohibiting the issuance of non-voting Equity Securities.


 


(d)           All
matters provided for herein involving the corporate or limited partnership structure of the Debtors or the Reorganized Debtors, to the
extent applicable, or any corporate, limited partnership, or related action required by the Debtors or the Reorganized Debtors in connection
herewith shall be deemed to have occurred and shall be in effect, without any requirement of further action by the stockholders, members,
directors, managers, general partners, or officers of the Debtors or the Reorganized Debtors, and with like effect as though such action
had been taken unanimously by the stockholders, members, directors, managers, general partners, or officers, as applicable, of the Debtors
or the Reorganized Debtors.



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		7.13.	Employee
                                            Matters.



 


Subject
to Article X of this Plan, on the Effective Date, the Reorganized Debtors shall be deemed to have assumed all Employee Arrangements;
provided, however, that the Debtors’ Employee Arrangements with their senior management executives shall be assumed
as amended by the provisions contained in the Restructuring Support Agreement.


 


As
of the Effective Date: (x) the Incentive Equity Plan is terminated; (y) all Incentive Equity Awards outstanding as of immediately
prior to the Effective Date are (i) in the case of Incentive Equity Awards that are restricted shares of Existing HIT Common Equity
Interests, fully vested, and (ii) in the case of Incentive Equity Awards that are restricted stock units, terminated and paid in the
form of shares of Existing HIT Common Equity Interests (with each restricted stock unit to be paid in the form of one Existing HIT Common
Equity Interest, and with restricted stock units subject to performance-based conditions to be paid assuming maximum performance); and
(z) all Existing HIT Common Equity Interests vested or paid under subclause (y) are treated in accordance with Section 5.5(b) hereof.
The termination of the Incentive Equity Plan and all Incentive Equity Awards outstanding thereunder and the payment of the Incentive
Equity Awards are intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended and Treas. Reg. Section 1.409A-3(j)(4)(ix)(A)
thereunder.


 


		7.14.	Release
                                            of Avoidance Actions.



 


On
the Effective Date, the Debtors, on behalf of themselves and their Estates, shall release any and all Avoidance Actions and the Debtors
and the Reorganized Debtors, and any of their successors or assigns, and any Entity acting on behalf of the Debtors or the Reorganized
Debtors, shall be deemed to have waived the right to pursue any and all Avoidance Actions, except for Avoidance Actions brought as counterclaims
or defenses to claims asserted against the Debtors.


 


		7.15.	Closing
                                            of Chapter 11 Cases.



 


The
Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases, file with the Bankruptcy Court all documents
required by Bankruptcy Rule 3022 and any applicable order of the Bankruptcy Court to close the Chapter 11 Cases; provided, as
of the Effective Date, the Reorganized Debtors may submit an order to the Bankruptcy Court under certification of counsel closing the
Chapter 11 Case of Debtor HITOP and changing the caption of the Chapter 11 Cases accordingly; provided, further, that all motions,
contested matters, adversary proceedings, and other matters may be heard and adjudicated in the Debtors’ Chapter 11 Case that remains
open regardless of whether the applicable matter is against HIT or HITOP. Nothing in the Plan shall authorize the closing of any case
effective as of a date that precedes the date any such order is entered. Any request for retroactive relief shall be made on motion served
on the U.S. Trustee, and the Bankruptcy Court shall rule on such request after notice and a hearing. Upon the filing of a motion to close
the last Chapter 11 Case remaining open, the Reorganized Debtors shall file a final report with respect to all of the Chapter 11 Cases
pursuant to Local Rule 3022-1(c).



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		7.16.	Notice
                                            of Effective Date.



 


On
the Effective Date, the Debtors shall file a notice of the occurrence of the Effective Date with the Bankruptcy Court.


 


		7.17.	Corporate
                                            and Other Action.



 


(a)          On
the Effective Date, the Amended Constituent Documents and any other applicable amended and restated corporate or other organizational
documents of the Debtors shall be deemed authorized in all respects.


 


(b)          Any
action under the Plan to be taken by or required of the Debtors, including, without limitation, the adoption or amendment of their charter
and bylaws or certificate of limited partnership and Limited Partnership Agreement, the issuance of securities and instruments, the Exit
Facility, or the selection of officers or directors, shall be authorized and approved in all respects, without any requirement of further
action by the Debtors’ equity holders, holders of partnership interests, general partner, board of directors, or similar body,
as applicable.


 


(c)          The
Debtors shall be authorized to execute, deliver, file, and record such documents (including, without limitation, the Plan Documents),
contracts, instruments, releases and other agreements and take such other action as may be necessary to effectuate and further evidence
the terms and conditions of the Plan, without the necessity of any further Bankruptcy Court, corporate, limited partnership, board of
directors, member, general partner, or stockholder approval or action. In addition, the selection of the Persons who will serve as the
initial managers, officers, and directors of the Reorganized Debtors as of the Effective Date shall be deemed to have occurred and be
effective on and after the Effective Date without any requirement of further action by the board of directors or equity holders of the
applicable Reorganized Debtors.


 


		7.18.	Approval
                                            of Plan Documents.



 


The
solicitation of votes with respect to the Plan shall be deemed a solicitation for the approval of the Plan and all transactions contemplated
hereunder (and subject to the terms and conditions set forth herein). Entry of the Confirmation Order shall constitute approval of the
Plan Documents and such transactions. On the Effective Date, the Debtors shall be authorized to enter into, file, execute, and/or deliver
each of the Plan Documents and any other agreement or instrument issued in connection with any Plan Document without the necessity of
any further corporate, board, stockholder, manager, general partner, or similar action.


 


ARTICLE
VIII.



CVR DISTRIBUTIONS AND RELATED MATTERS


 


		8.1.	CVR
                                            Payments.



 


Holders
of CVRs will be entitled to receive distributions subject to the terms and conditions of the CVR Agreement upon certain Monetization
Events or upon the Maturity Date (defined below). A full description of such terms and conditions, including the “waterfall”
applicable to all distributions, can be found in the CVR Agreement, attached hereto as Exhibit A.



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If
and when a payment obligation to the holders of CVRs is triggered pursuant to the CVR Agreement, the Reorganized Debtors shall make payments
to the holders of CVRs reasonably promptly following the applicable triggering event for such payment, in accordance with the terms and
conditions of the CVR Agreement.


 


Among
other limitations on the circumstances under which a payment would be made to holders of the CVRs, no payment will be made to holders
of CVRs if the Adjusted EBITDA (as defined in the CVR Agreement) of the applicable assets in the CVR Asset Pool does not exceed certain
specified hurdles.


 


The
maximum amount of payments made to holders of CVRs will not be permitted to exceed $6.00 per CVR.


 


		8.2.	Maturity
                                            Date of CVRs.



 


Subject
to the conditions and limitations set forth in the CVR Agreement, the holders of CVRs may have the right to receive payments in respect
of the CVRs on the fifth anniversary of the Effective Date (the “Maturity Date”), which may be extended to the seventh
anniversary of the Effective Date by the board directors of the Reorganized Company, in its sole discretion. The right to receive payments
in respect of CVRs may expire sooner if certain payments have already been made in respect of the CVRs, as set forth in the CVR Agreement.


 


		8.3.	Securities
                                            Law Considerations.



 


The
CVRs are not securities and are non-transferable except for certain limited permitted transfers as set forth in the CVR Agreement. The
CVRs are not subject to registration under the Securities Laws or any other applicable law.


 


		8.4.	Certain
                                            Covenants.



 


The
Reorganized Debtors shall not, and shall not cause or permit their direct or indirect subsidiaries to, amend their constituent documents
or enter into or undergo any consolidation, merger, or similar transaction, reorganization, transfer of assets, dissolution, issue or
sale of securities, or take any other voluntary action, in each case, for the primary purpose of causing the requirements for payment
of the CVRs to not be satisfied.


 


Without
the consent of the Independent Director(s), the Reorganized Debtors shall not, and shall cause their direct or indirect subsidiaries
to not, take any action or enter into any agreement that is disproportionately adverse to the economic interests of the holders of the
CVRs when compared to the holders of New HIT Common Equity Interest.


 


The
Reorganized Debtors shall not, and shall not cause or permit their direct or indirect subsidiaries to, enter into or engage in certain
transactions with an affiliate or a related party.



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		8.5.	Reporting.



 


The
Reorganized Debtors shall make information available periodically with respect to the CVR Asset Pool on a confidential website only accessible
to holders of CVRs and the Plan Sponsor in accordance with the terms of the CVR Agreement.


 


		8.6.	Inconsistency
                                            Between Plan and CVR Agreement.



 


The
provisions of this Article VIII are subject to, and qualified in all respects, by the specific terms and conditions set forth in the
CVR Agreement. In the event of an inconsistency between this Plan and the CVR Agreement, the terms and conditions of the CVR Agreement
shall govern.


 


ARTICLE
IX.



DISTRIBUTIONS


 


		9.1.	Plan
                                            Distributions Generally.



 


One
or more Disbursing Agents shall make all Plan Distributions under the Plan to the appropriate holders of Claims and Interests in accordance
with the terms of the Plan. For the avoidance of doubt, the Reorganized Debtors may, but are not required to, serve as the Disbursing
Agent under the Plan.


 


		9.2.	Distribution
                                            Record Date.



 


As
of the close of business on the Effective Date, the various lists of holders of Interests in each Class, as maintained by the Debtors
or their respective agents, shall be deemed closed, and there shall be no further changes in the record holders of any of the Interests.
The Debtors or the Reorganized Debtors shall have no obligation to recognize any transfer of Interests occurring on or after the Effective
Date. In addition, with respect to payment of any cure amounts owed pursuant to Bankruptcy Code section 365(b) or disputes over any cure
amounts, neither the Debtors nor the Disbursing Agent shall have any obligation to recognize or deal with any party other than the non-Debtor
party to the applicable Executory Contract or Unexpired Lease as of the Effective Date, even if such non-Debtor party has sold, assigned,
or otherwise transferred its Claim for a cure amount.


 


		9.3.	Date
                                            of Plan Distributions.



 


Except
as otherwise provided in the Plan, any Plan Distributions and deliveries to be made under the Plan shall be made on the Effective Date
or as otherwise determined in accordance with the Plan, or as soon as practicable thereafter; provided that the Reorganized Debtors
may implement periodic Plan Distribution dates to the extent they determine them to be appropriate.



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		9.4.	Disbursing
                                            Agent.



 


All
Plan Distributions shall be made by the Disbursing Agent, on behalf of the applicable Debtor (unless otherwise provided herein), on or
after the Effective Date or as otherwise provided herein. The Disbursing Agent shall not be required to give any bond or surety or other
security for the performance of its duties, and all reasonable and documented fees and expenses incurred by such Disbursing Agent directly
related to Plan Distributions hereunder shall be reimbursed by the Reorganized Debtors. The Reorganized Debtors shall cooperate in good
faith with the applicable Disbursing Agent (if other than the Reorganized Debtors) to comply with the reporting and withholding requirements
outlined in the Plan. For the avoidance of doubt, the Disbursing Agent shall not have any responsibilities with respect to the CVRs.


 


		9.5.	Rights
                                            and Powers of Disbursing Agent.



 


(a)          From
and after the Effective Date, the Disbursing Agent, solely in its capacity as Disbursing Agent, shall be exculpated by all Entities,
including, without limitation, holders of Claims against and Interests in the Debtors and other parties in interest, from any and all
Claims, Causes of Action, and other assertions of liability arising out of the discharge of the powers and duties conferred upon such
Disbursing Agent by the Plan or any order of the Bankruptcy Court entered pursuant to or in furtherance of the Plan, or applicable law,
except for actions or omissions to act arising out of the gross negligence or willful misconduct, fraud, malpractice, criminal conduct,
or ultra vires acts of such Disbursing Agent. No holder of a Claim or Interest or other party in interest shall have or pursue any claim
or Cause of Action against the Disbursing Agent, solely in its capacity as Disbursing Agent, for making payments in accordance with the
Plan or for implementing provisions of the Plan, except for actions or omissions to act arising out of the gross negligence or willful
misconduct, fraud, malpractice, criminal conduct, or ultra vires acts of such Disbursing Agent.


 


(b)          The
Disbursing Agent shall be empowered to (i) effect all actions and execute all agreements, instruments, and other documents necessary
to perform its duties hereunder, (ii) make all Plan Distributions contemplated hereby, and (iii) exercise such other powers as may
be vested in the Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the Disbursing Agent to be
necessary and proper to implement the provisions hereof.


 


		9.6.	Expenses
                                            of Disbursing Agent.



 


Except
as otherwise ordered by the Bankruptcy Court, any reasonable and documented fees and expenses incurred by the Disbursing Agent acting
in such capacity (including reasonable documented attorneys’ fees and expenses) on or after the Effective Date shall be paid in
Cash by the Reorganized Debtors in the ordinary course of business.


 


		9.7.	Delivery
                                            of Plan Distributions.



 


All
Plan Distributions to any holder of an Allowed Claim as and when required by the Plan shall be made by the Disbursing Agent. In the event
that any Plan Distribution to any holder is returned as undeliverable, no further Plan Distributions shall be made to such holder unless
and until the Disbursing Agent is notified in writing of such holder’s then-current address, at which time all currently due, missed
Plan Distributions shall be made to such holder as soon as reasonably practicable thereafter without interest. Nothing herein shall require
the Disbursing Agent to attempt to locate holders of undeliverable Plan Distributions and, if located, assist such holders in complying
with this Section 9.7.



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		9.8.	Proofs
                                            of Claim; Disputed Claims Process.



 


Notwithstanding
section 502(a) of the Bankruptcy Code, and in light of the Unimpaired status of Classes 1, 2, 3, 4, and 7 under the Plan, except as provided
in Section 10.3 with respect to rejection damage Claims, holders of Claims or Interests need not file Proofs of Claim, and the Reorganized
Debtors and the holders of Claims shall determine, adjudicate, and resolve any disputes over the validity and amounts of such Claims
in the ordinary course of business as if the Chapter 11 Cases had not been commenced except that (unless expressly waived pursuant to
the Plan) the Allowed amount of such Claims shall be subject to the limitations or maximum amounts permitted by the Bankruptcy Code,
including sections 502 and 503 of the Bankruptcy Code, to the extent applicable.


 


Upon
the Effective Date, all Proofs of Claim filed against the Debtors, regardless of the time of filing, and including Claims filed after
the Effective Date, shall be deemed withdrawn, other than as provided below, and such creditor that Files a Proof of Claim with the Bankruptcy
Court retains any right it may have to pursue remedies in a forum other than the Bankruptcy Court in accordance with applicable. Notwithstanding
anything in this Section 9.8, (a) all Claims against the Debtors that result from the Debtors’ rejection of an Executory Contract
or Unexpired Lease, (b) disputes regarding the amount of any cure pursuant to section 365 of the Bankruptcy Code, and (c) Claims that
the Debtors seek to have determined by the Bankruptcy Court, shall in all cases be determined by the Bankruptcy Court. From and after
the Effective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise compromise any Claim without approval of the Bankruptcy
Court in the ordinary course of business.


 


		9.9.	Postpetition
                                            Interest.



 


Except
as otherwise specifically provided for in the Plan, the Confirmation Order, or another order of the Bankruptcy Court or required by the
Bankruptcy Code, or as otherwise agreed by the Reorganized Debtors, interest shall not accrue or be paid on any Claims on or after the
Petition Date.


 


		9.10.	Unclaimed
                                            Property.



 


Undeliverable
Plan Distributions or unclaimed Plan Distributions shall remain in the possession of the Reorganized Debtors until such time as a Plan
Distribution becomes deliverable or the holder accepts Plan Distribution, or such Plan Distribution reverts back to the Reorganized Debtors,
and shall not be supplemented with any interest, dividends, or other accruals of any kind. Such Plan Distributions shall be deemed unclaimed
property under section 347(b) of the Bankruptcy Code at the expiration of one hundred and eighty (180) days from the date of the attempted
Plan Distribution. After such date, all unclaimed property or interest in property shall revert to the Reorganized Debtors, and the Claim
of any other holder to such property or interest in property shall be discharged and forever barred. The Reorganized Debtors and the
Disbursing Agent shall have no obligation to attempt to locate any holder of an Allowed Claim other than by reviewing the Debtors’
books and records and filings with the Bankruptcy Court.



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		9.11.	Time
                                            Bar to Cash Payments.



 


Checks
issued by the Disbursing Agent in respect of Allowed Claims shall be null and void if not negotiated within one hundred and eighty (180)
days after the date of issuance thereof. Thereafter, the amount represented by such voided check shall irrevocably revert to the Reorganized
Debtors, and any Claim in respect of such voided check shall be discharged and forever barred, notwithstanding any federal or state escheat
laws to the contrary. Requests for re-issuance of any check shall be made to the Disbursing Agent by the holder of the Allowed Claim
to whom such check was originally issued.


 


		9.12.	Manner
                                            of Payment under Plan.



 


Except
as otherwise specifically provided in the Plan, at the option of the Debtors or the Reorganized Debtors, as applicable, any Cash payment
to be made hereunder may be made by a check or wire transfer or as otherwise required or provided in applicable agreements or customary
practices of the Debtors.


 


		9.13.	Satisfaction
                                            of Claims.



 


Except
as otherwise specifically provided in the Plan, any Plan Distributions and deliveries to be made on account of Allowed Claims under the
Plan shall be in complete and final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.


 


		9.14.	Setoffs.



 


Except
as otherwise expressly provided for herein, each Reorganized Debtor, pursuant to the Bankruptcy Code (including section 553 of the
Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed to by the holder of a Claim, may set off against any Allowed Claim
and the distributions to be made pursuant to the Plan on account of such Allowed Claim (before any distribution is made on account of
such Allowed Claim), any claims, rights, and Causes of Action of any nature that such Debtor or Reorganized Debtor, as applicable, may
hold against the holder of such Allowed Claim, to the extent such Claims, rights, or Causes of Action against such holder have not been
otherwise compromised or settled on or prior to the Effective Date (whether pursuant to the Plan or otherwise); provided, however,
that neither the failure to effect such a setoff nor the allowance of any Claim pursuant to the Plan shall constitute a waiver or release
by such Reorganized Debtor of any such Claims, rights, and Causes of Action that such Reorganized Debtor may possess against such holder.
In no event shall any holder of Claims be entitled to set off any such Claim against any Claim, right, or Cause of Action of the Debtor
or Reorganized Debtor (as applicable), unless such holder has filed a motion with the Bankruptcy Court requesting the authority to perform
such setoff on or before the Confirmation Date, and notwithstanding any indication in any Proof of Claim or otherwise that such holder
asserts, has, or intends to preserve any right of setoff pursuant to section 553 of the Bankruptcy Code or otherwise.



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		9.15.	Withholding
                                            and Reporting Requirements.



 


(a)          Withholding
Rights. In connection with the Plan, any party issuing any instrument or making any Plan Distribution described in the Plan shall
comply with all applicable withholding and reporting requirements imposed by any federal, state, or local taxing authority, and all Plan
Distributions pursuant to the Plan and all related agreements shall be subject to any such withholding or reporting requirements. In
the case of a non-Cash Plan Distribution that is subject to withholding, the distributing party may withhold an appropriate portion of
such distributed property and either (i) sell such withheld property to generate Cash necessary to pay the withholding tax (or reimburse
the distributing party for any advanced payment of the withholding tax), or (ii) pay the withholding tax using its own funds and
retain such withheld property. Any amounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and
received by the applicable recipient for all purposes of the Plan. Notwithstanding the foregoing, each Entity that receives a Plan Distribution
pursuant to the Plan shall have responsibility for any taxes imposed by any Governmental Unit, including, without limitation, income,
withholding, and other taxes, on account of such Plan Distribution. Any party issuing any instrument or making any Plan Distribution
pursuant to the Plan has the right, but not the obligation, to not make a Plan Distribution until such holder has made arrangements reasonably
satisfactory to such issuing or disbursing party for payment of any such tax obligations.


 


(b)          Forms.
Any party entitled to receive any property as an issuance or Plan Distribution under the Plan shall, upon request, deliver to the Disbursing
Agent or such other Person designated by the Reorganized Debtors (which Person shall subsequently deliver to the Disbursing Agent any
applicable IRS Form W-8 or Form W-9 received) an appropriate Form W-9 or (if the payee is a foreign Person) Form W-8 and any other forms
or documents reasonably requested by any Reorganized Debtor to reduce or eliminate any withholding required by any federal, state, or
local taxing authority.


 


ARTICLE
X.



EXECUTORY CONTRACTS AND UNEXPIRED LEASES


 


		10.1.	General
                                            Treatment; Assumption and Rejection of Executory Contracts or Unexpired Leases.



 


(a)          As
of and subject to the occurrence of the Effective Date and the payment of any applicable cure amounts owed pursuant to Bankruptcy Code
section 365(b), all Executory Contracts and Unexpired Leases to which any of the Debtors are parties, and which have not expired or terminated
by their own terms on or prior to the Effective Date, including—subject to Section 7.13—Employee Arrangements, shall be deemed
assumed by the Debtors, without the need for any further notice to or action, order, or approval of the Bankruptcy Court, unless such
Executory Contract or Unexpired Lease: (1) was previously assumed or rejected previously by the Debtors; (2) was previously expired or
terminated pursuant to its own terms, (3) is the subject of a motion to reject filed on or before the Effective Date, or (4) is identified
on the Schedule of Rejected Contracts and Leases.



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(b)          Subject
to the occurrence of the Effective Date, entry of the Confirmation Order shall constitute approval of the assumptions or assumptions
and assignments provided for in the Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code and a determination by the Bankruptcy
Court that the Reorganized Debtors have provided adequate assurance of future performance under each assumed Executory Contract and Unexpired
Lease. Each Executory Contract and Unexpired Lease assumed or assumed and assigned pursuant to the Plan shall vest in and be fully enforceable
by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions of the Plan, any order of the
Bankruptcy Court authorizing and providing for its assumption, or applicable law; provided that the assumption of Executory Contracts
and Unexpired Leases hereunder may include the assignment of certain of such contracts to affiliates.


 


(c)          Except
as otherwise provided herein or agreed to by the Debtors and the applicable counterparty, each assumed Executory Contract or Unexpired
Lease shall include all modifications, amendments, supplements, restatements, or other agreements related thereto, and all rights related
thereto, if any, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, and any
other interests. To the maximum extent permitted by law, to the extent any provision in any Executory Contract or Unexpired Lease assumed
pursuant to the Plan restricts or prevents, or purports to restrict or prevent, or is breached or deemed breached by, the assumption
of such Executory Contract or Unexpired Lease (including any “change of control,” “ipso facto,” bankruptcy default
or similar provisions), then such provision shall be unenforceable or deemed modified such that the transactions contemplated by the
Plan shall not entitle the non-Debtor party thereto to terminate or modify such Executory Contract or Unexpired Lease or to exercise
any other default-related rights with respect thereto. Modifications, amendments, supplements, and restatements to prepetition Executory
Contracts and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not be deemed to alter the prepetition
nature of the Executory Contract or Unexpired Lease or the validity, priority, or amount of any Claims that may arise in connection therewith.


 


		10.2.	Cure
                                            of Defaults for Assumed Executory Contracts and Unexpired Leases.



 


The
Reorganized Debtors shall satisfy any monetary defaults under any Executory Contract or Unexpired Lease to be assumed hereunder, to the
extent required by section 365(b)(1) of the Bankruptcy Code, upon assumption thereof in the ordinary course of business. If a counterparty
to any Executory Contract or Unexpired Lease believes any amounts are due as a result of such Debtor’s monetary default thereunder,
it shall assert a Cure Claim against the Debtors or Reorganized Debtors, as applicable, in the ordinary course of business, subject to
all defenses the Debtors or Reorganized Debtors may have with respect to such Cure Claim. Any Cure Claim shall be deemed fully satisfied,
released and discharged upon payment by the Reorganized Debtors of the applicable Cure Claim; provided, that nothing herein shall prevent
the Reorganized Debtors from paying any Cure Claim despite the failure of the relevant counterparty to assert or file such request for
payment of such Cure Claim. The Debtors, with the consent of the Plan Sponsor, or the Reorganized Debtors, as applicable, may settle
any Cure Claims without any further notice to or action, order or approval of the Bankruptcy Court.



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Any
objection to the assumption of an Executory Contract or Unexpired Lease under the Plan, including an objection regarding the ability
of the Reorganized Debtors to provide “adequate assurance of future performance” (within the meaning of section 365 of the
Bankruptcy Code), must be filed with the Bankruptcy Court on or before the deadline set by the Bankruptcy Court for objecting to Confirmation
of the Plan, or such other deadline as may have been established by order of the Bankruptcy Court. To the extent any such objection is
not determined by the Bankruptcy Court at the Combined Hearing, such objection may be heard and determined at a subsequent hearing. Any
counterparty to an Executory Contract or Unexpired Lease that does not timely object to the proposed assumption of any Executory Contract
or Unexpired Lease by the deadline established by the Bankruptcy Court will be deemed to have consented to such assumption.


 


In
the event of a dispute regarding (a) the amount of any Cure Claim, (b) the ability of the Reorganized Debtors to provide “adequate
assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired
Lease to be assumed or (c) any other matter pertaining to assumption or the payment of Cure Claims required by section 365(b)(1) of the
Bankruptcy Code, payment of a Cure Claim, if any, shall occur as soon as reasonably practicable after entry of a Final Order or Final
Orders resolving such dispute and approving such assumption. The Debtors (with the consent of the Plan Sponsor), or Reorganized Debtors,
as applicable, reserve the right at any time to move to reject any Executory Contract or Unexpired Lease prior to the Effective Date
based upon the existence of any unresolved dispute or upon a resolution of such dispute that is unfavorable to the Debtors or Reorganized
Debtors.


 


Assumption
of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise, and full payment of any applicable Cure Claims pursuant
to the Plan, shall result in the full release and satisfaction of any Claims or defaults, whether monetary or non-monetary, including
defaults of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising
under any assumed Executory Contract or Unexpired Lease at any time prior to the date that the Reorganized Debtors assume such Executory
Contract or Unexpired Lease.


 


		10.3.	Rejection
                                            of Executory Contracts or Unexpired Leases.



 


Unless
otherwise provided in the Plan or the Plan Supplement, each Executory Contract and Unexpired Lease, if any, set forth on the Schedule
of Rejected Contracts and Leases (which, if any, shall be included in the Plan Supplement) shall be deemed rejected, without the need
for any further notice to or action, order, or approval of the Bankruptcy Court, as of the Effective Date under sections 365 and 1123
of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Contracts and Leases
at any time through and including the Effective Date.


 


Proofs
of claim with respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, if any, must be filed with the
Bankruptcy Court within 30 days after the Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired
Lease not filed within such time will be automatically disallowed, forever barred from assertion, and shall not be enforceable against,
as applicable, the Debtors, the Reorganized Debtors, the Estate or property of the foregoing parties, without the need for any objection
by the Debtors or the Reorganized Debtors, as applicable, or further notice to, or action, order or approval of the Bankruptcy Court
or any other Entity, and any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied,
released and discharged, notwithstanding anything in a Proof of Claim to the contrary. Claims arising from the rejection of the Executory
Contracts or Unexpired Leases to which any Debtor is a party shall be classified as general unsecured claims, subject to any applicable
limitation or defense under the Bankruptcy Code and applicable law.



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		10.4.	Survival
                                            of the Debtors’ Indemnification Obligations and Guarantees.



 


(a)          Any
obligations of the Debtors pursuant to their corporate charters, bylaws, Limited Partnership Agreement, or other organizational documents
to indemnify current and former officers, directors, agents, and/or employees with respect to all present and future actions, suits,
and proceedings against the Debtors or such directors, officers, agents, and/or employees, based upon any act or omission for or on behalf
of the Debtors, shall not be discharged or impaired by confirmation of the Plan. Any Claim based on such obligations shall not be a Disputed
Claim, Disallowed Claim, or subject to any objection in either case by reason of section 502(e)(1)(B) of the Bankruptcy Code. None of
the Reorganized Debtors shall amend and/or restate their respective governance documents before or after the Effective Date to terminate
or adversely affect any obligations to provide such indemnification rights or such directors’, officers’, employees’,
or agents’ indemnification rights.


 


(b)          In
addition, after the Effective Date, the Reorganized Debtors shall not terminate or otherwise reduce the coverage under the D&O Liability
Insurance Policies in effect or purchased as of the Petition Date, and all members, managers, directors, and officers who served in such
capacity at any time before the Effective Date shall be entitled to the full benefits of any such policy for the full term of such policy
regardless of whether such members, managers, directors, and/or officers remain in such positions after the Effective Date, in each case,
to the extent set forth in such policies.


 


(c)          On
the Effective Date, all guarantees, indemnities, or other credit support provided by a Debtor in support of the primary obligations of
another Debtor or any Non-Debtor Subsidiary shall be Unimpaired by the Plan and reinstated to their position immediately prior to the
Petition Date.


 


		10.5.	Severance
                                            Contracts and Programs.



 


Except
as otherwise expressly provided in the Plan, a prior order of the Bankruptcy Court or to the extent subject to a motion pending before
the Bankruptcy Court as of the Effective Date, all severance benefit plans and policies for former employees (including any severance
contracts between one or more of the Debtors and a former employee that were in effect as of or after the Petition Date), to the extent
contemplated by the DIP Budget (as defined in the Interim DIP Order and Final DIP Order), are treated as Executory Contracts under the
Plan and on the Effective Date shall be assumed pursuant to the provisions of sections 365 and 1123 of the Bankruptcy Code.



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		10.6.	Insurance
                                            Policies.



 


All
insurance policies (including all directors’ and officers’ insurance policies and tail or run-off coverage liability insurance)
pursuant to which any Debtor has any rights or obligations in effect as of the date of the Confirmation Order shall be deemed and treated
as Executory Contracts pursuant to the Plan and shall be assumed by the respective Debtors and the Reorganized Debtors and shall continue
in full force and effect thereafter in accordance with their respective terms. All other insurance policies shall vest in the Reorganized
Debtors.


 


		10.7.	Intellectual
                                            Property Licenses and Agreements.



 


All
intellectual property contracts, licenses, royalties, or other similar agreements to which the Debtors have any rights or obligations
in effect as of the date of the Confirmation Order shall be deemed and treated as Executory Contracts pursuant to the Plan and shall
be assumed by the respective Debtors and shall continue in full force and effect unless any such intellectual property contract, license,
royalty, or other similar agreement otherwise is specifically rejected pursuant to a separate order of the Bankruptcy Court or is the
subject of a separate rejection motion filed by the Debtors. Unless otherwise noted hereunder, all other intellectual property contracts,
licenses, royalties, or other similar agreements shall vest in the Reorganized Debtors and the Reorganized Debtors may take all actions
as may be necessary or appropriate to ensure such vesting as contemplated herein.


 


		10.8.	Modifications,
                                            Amendments, Supplements, Restatements, or Other Agreements.



 


Unless
otherwise provided herein or by separate order of the Bankruptcy Court, each Executory Contract and Unexpired Lease that is assumed shall
include any and all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement,
instrument, or other document that in any manner affects such Executory Contract or Unexpired Lease, without regard to whether such agreement,
instrument, or other document is listed in any notice of assumed contracts.


 


		10.9.	Reservation
                                            of Rights.



 


(a)          Neither
the exclusion nor inclusion of any contract or lease by the Debtors on any exhibit, schedule, or other annex to this Plan or in the Plan
Supplement, nor anything contained in the Plan, will constitute an admission by the Debtors that any such contract or lease is or is
not in fact an Executory Contract or Unexpired Lease or that the Debtors or the Reorganized Debtors or their respective affiliates have
any liability thereunder.


 


(b)          Except
as otherwise provided in this Plan, nothing in this Plan shall waive, excuse, limit, diminish, or otherwise alter any of the defenses,
claims, Causes of Action, or other rights of the Debtors and the Reorganized Debtors under any executory or non-Executory Contract or
any unexpired or expired lease.


 


(c)          Nothing
in this Plan shall increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtors or the
Reorganized Debtors under any executory or non-Executory Contract or any unexpired or expired lease.



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(d)          If
there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection under
this Plan, the Debtors or the Reorganized Debtors, as applicable, shall have 60 days following entry of a Final Order resolving such
dispute to alter their treatment of such contract or lease by filing a notice indicating such altered treatment.


 


ARTICLE
XI.



CONDITIONS PRECEDENT TO

CONSUMMATION OF THE PLAN


 


		11.1.	Conditions
                                            Precedent to Effective Date.



 


The
following are conditions precedent to the Effective Date of the Plan:


 


(a)          the
Confirmation Order, in form and substance reasonably acceptable to the Debtors and the Plan Sponsor, having become a Final Order and
remaining in full force and effect;


 


(b)          all
actions, agreements and documents, including the Plan Documents and the Plan Supplement, in form and substance consistent with, and in
form and substance as required by the approvals and consents set forth in, the RSA, being filed with the Bankruptcy Court, executed and
delivered, and any conditions (other than the occurrence of the Effective Date or certification by the Debtors that the Effective Date
has occurred) contained therein having been satisfied or waived in accordance therewith;


 


(c)          a
chapter 11 trustee, a responsible officer, or an examiner with enlarged powers relating to the operation of the businesses of the Debtors
(powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code) not having been appointed in any of the Chapter
11 Cases;


 


(d)          the
Amended Constituent Documents, in form and substance attached as Exhibits to the Plan Supplement, shall have been filed with the applicable
authorities of the relevant jurisdictions of incorporation or formation and shall have become effective in accordance with such jurisdictions’
corporation or limited partnership laws;


 


(e)          the
issuance of the New HIT Common Equity Interests, the New HITOP Interests, and the CVRs, and the consummation of the Exit Facility;


 


(f)           the
RSA remaining in full force and effect and not having been terminated;


 


(g)          the
payment of Restructuring Expenses incurred during the period prior to the Effective Date to the extent invoiced to the Debtors, except
as otherwise provided in Section 3.3 hereof with respect to Professional Fee Claims;


 


(h)          all
actions, documents, certificates, and agreements necessary to implement this Plan having been effected or executed and delivered to the
required parties and, to the extent required, filed with the applicable Governmental Units in accordance with applicable laws obtaining;



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(i)           all
governmental and third-party approvals and consents, including Bankruptcy Court approval, as necessary in connection with the transactions
provided for in this Plan, these approvals not being subject to unfulfilled conditions, being in full force and effect, and all applicable
waiting periods having expired without any action having been taken by any competent authority that would restrain, prevent, or otherwise
impose materially adverse conditions on such transactions; and,


 


(j)           the
payment and satisfaction in full of all statutory fees and obligations then due and payable to the office of the U.S. Trustee.


 


		11.2.	Waiver
                                            of Conditions Precedent.



 


(a)          Except
as otherwise provided herein, all actions required to be taken on the Effective Date shall take place and shall be deemed to have occurred
simultaneously and no such action shall be deemed to have occurred prior to the taking of any other such action. Each of the conditions
precedent in Section 11.1 of the Plan may be waived in writing by the Debtors with the prior written consent of the Plan Sponsor without
leave of or order of the Bankruptcy Court.


 


(b)          The
stay of the Confirmation Order pursuant to Bankruptcy Rule 3020(e) shall be deemed waived by and upon the entry of the Confirmation Order,
and the Confirmation Order shall take effect immediately upon its entry.


 


		11.3.	Effect
                                            of Failure of a Condition.



 


If
the conditions listed in Section 11.1 of the Plan are not satisfied or waived in accordance with Section 11.2 of the Plan on or before
the first Business Day that is more than 90 days after the date on which the Confirmation Order is entered or by such later date
as set forth by the Debtors in a notice filed with the Bankruptcy Court prior to the expiration of such period, the Plan shall be null
and void in all respects and nothing contained in the Plan or the Disclosure Statement shall (a) constitute a waiver or release
of any Claims against or any Interests in the Debtors or claims by the Debtors, (b) prejudice in any manner the rights of any Entity,
or (c) constitute an admission, acknowledgement, offer, or undertaking by the Debtors or the Plan Sponsor, or any other Entity.


 


ARTICLE
XII.
 
 EFFECT OF CONFIRMATION
OF PLAN




 


		12.1.	Vesting
                                            of Assets.



 


Except
as otherwise provided herein, or in any agreement, instrument, or other document incorporated in the Plan (including the Restructuring
Transactions), on the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all assets and property of the Estates
shall vest in the Reorganized Debtors, free and clear of all Claims, Liens, encumbrances, charges, and other interests, except as provided
pursuant to the Plan, the Confirmation Order, or the Exit Facility. On and after the Effective Date, the Reorganized Debtors may take
any action, including, without limitation, the operation of their businesses; the use, acquisition, sale, lease and disposition of property;
and the entry into transactions, agreements, understandings, or arrangements, whether in or other than in the ordinary course of business,
and execute, deliver, implement, and fully perform any and all obligations, instruments, documents, and papers or otherwise in connection
with any of the foregoing, free of any restrictions of the Bankruptcy Code or Bankruptcy Rules and in all respects as if there were no
pending cases under any chapter or provision of the Bankruptcy Code, except as expressly provided herein. Without limiting the foregoing,
the Reorganized Debtors may pay the charges that they incur on or after the Effective Date for professional fees, disbursements, expenses,
or related support services without application to the Bankruptcy Court.



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		12.2.	Binding
                                            Effect.



 


As
of the Effective Date, the Plan shall bind all holders of Claims against and Interests in the Debtors and their respective successors
and assigns, notwithstanding whether any such holders were (a) Impaired or Unimpaired under the Plan, (b) deemed to accept
or reject the Plan, (c) failed to vote to accept or reject the Plan, or (d) voted to reject the Plan.


 


		12.3.	Deemed
                                            Consent to Change of Control of Debtors.



 


As
of the Effective Date, any counterparty to a contract with the Debtors or the Non-Debtor Subsidiaries shall be deemed to have consented
to the change of control of the Debtors occurring pursuant to this Plan, and is forever barred and enjoined from declaring a breach,
default, or otherwise proceeding against the Debtors or Non-Debtor Subsidiaries with respect to any such counterparty contract provisions
otherwise triggered by a change of control of the Debtors; provided that such counterparty received actual notice of this Plan
and the Disclosure Statement.


 


		12.4.	Discharge
                                            of Claims and Termination of Interests.



 


Upon
the Effective Date and in consideration of the Plan Distributions to be made under the Plan, except as otherwise expressly provided herein,
each holder (as well as any representatives, trustees, or agents on behalf of each holder) of a Claim or Interest and any affiliate of
such holder shall be deemed to have forever waived, released, and discharged the Debtors, to the fullest extent permitted by section
1141 of the Bankruptcy Code, of and from any and all Claims, Interests, rights, and liabilities that arose prior to the Effective Date.
Upon the Effective Date, all such Entities shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from
prosecuting or asserting any such discharged Claim against or terminated Interest in the Debtors against the Debtors, the Reorganized
Debtors, or any of their assets or property, whether or not such holder has filed a Proof of Claim and whether or not the facts or legal
bases therefor were known or existed prior to the Effective Date.


 


		12.5.	Term
                                            of Injunctions or Stays.



 


Unless
otherwise provided herein, the Confirmation Order, or in a Final Order of the Bankruptcy Court, all injunctions or stays arising under
or entered during the Chapter 11 Cases under section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation
Date, shall remain in full force and effect until the later of the Effective Date and the date indicated in the order providing for such
injunction or stay.



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		12.6.	Injunction.



 


(a)          Except
as otherwise specifically provided in the Plan or the Confirmation Order, as of the Confirmation Date, but subject to the occurrence
of the Effective Date, all Persons or Entities, and all other parties in interest, along with their present or former employees, agents,
officers, directors, principals, representatives, and affiliates are, with respect to any Claims or Interests being released, exculpated,
or discharged pursuant to this Plan, permanently enjoined after the Confirmation Date from: (i) commencing, conducting, or continuing
in any manner, directly or indirectly, any suit, action, or other proceeding of any kind (including any proceeding in a judicial, arbitral,
administrative, or other forum) against or affecting the Debtors, their Estates or any of their property, wherever located, or any direct
or indirect transferee of any property, wherever located, of, or direct or indirect successor in interest to, any of the foregoing Persons
or any property, wherever located, of any such transferee or successor; (ii) enforcing, levying, attaching (including any pre-judgment
attachment), collecting, or otherwise recovering by any manner or means, whether directly or indirectly, any judgment, award, decree,
or order against the Debtors, or their Estates or any of their property, wherever located, or any direct or indirect transferee of any
property, wherever located, of, or direct or indirect successor in interest to, any of the foregoing Persons, or any property, wherever
located, of any such transferee or successor; (iii) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly,
any encumbrance of any kind against the Debtors or their Estates or any of their property, wherever located, or any direct or indirect
transferee of any property, of, or successor in interest to, any of the foregoing Persons; (iv) acting or proceeding in any manner,
in any place whatsoever, that does not conform to or comply with the provisions of the Plan to the full extent permitted by applicable
law (including, without limitation, commencing or continuing, in any manner or in any place, any action that does not comply with or
is inconsistent with the provisions of the Plan) to the fullest extent permitted by applicable law; or (v) asserting any right of setoff,
subrogation, or recoupment of any kind against any obligation due from the Debtors or their Estates, or against the property or interests
in property of the Debtors or their Estates. Such injunction shall extend to any successors or assignees of the Debtors and their properties
and interest in properties; provided, however, that nothing contained herein shall preclude such Persons from exercising their
rights, or obtaining benefits, pursuant to and consistent with the terms of the Plan.


 


(b)          By
accepting Plan Distributions, each holder of an Allowed Claim or Interest will be deemed to have specifically consented to the injunctions
set forth in this Section 12.6.



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		12.7.	Releases.



 


		(a)	Releases
                                            by Debtors.



 


Pursuant
to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically provided in the Plan or the Confirmation Order,
on and after the Effective Date, for good and valuable consideration, including their cooperation and contributions to the Chapter 11
Cases, the Released Parties shall be deemed released and discharged by the Debtors and their Estates from any and all Claims, obligations,
debts, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen,
asserted or unasserted, existing, or hereinafter arising, in law, equity, or otherwise, whether for tort, fraud, contract, violations
of federal or state laws, or otherwise, including Avoidance Actions, those Causes of Action based on veil piercing or alter-ego theories
of liability, contribution, indemnification, joint liability, or otherwise that the Debtors, their Estates or their affiliates would
have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim
or Interest or other Entity or that any holder of a Claim or Interest or other Entity would have been legally entitled to assert derivatively
for or on behalf of the Debtors, or their Estates, based on, relating to or in any manner arising from, in whole or in part, the Debtors,
their Estates, the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the
transactions or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between
the Debtors and any Released Party, excluding any assumed Executory Contract or Unexpired Lease, the restructuring of Claims and Interests
prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan, the Disclosure Statement, the Restructuring
Support Agreement, the Plan Supplement, the Exit Facility Agreement, the DIP Credit Agreement and other DIP Loan Documents, the Chapter
11 Cases, or, in each case, related agreements, instruments, or other documents, or upon any other act or omission, transaction, agreement,
event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities arising out of or relating
to any act or omission of a Released Party that is determined in a Final Order to have constituted willful misconduct (including, without
limitation, actual fraud) or gross negligence; provided, that if any Released Party directly or indirectly brings or asserts any
Claim or Cause of Action that has been released or is contemplated to be released pursuant to the Plan in any way arising out of or related
to any document or transaction that was in existence prior to the Effective Date against any other Released Party, and such Released
Party does not abandon such Claim or Cause of Action upon request, then the release set forth in the Plan shall automatically and retroactively
be null and void ab initio with respect to the Released Party bringing or asserting such Claim or Cause of Action; provided,
further that the immediately preceding proviso shall not apply to (i) any action by a Released Party in the Bankruptcy Court
(or any other court determined to have competent jurisdiction), including any appeal therefrom, to prosecute the amount, priority, or
secured status of any prepetition or ordinary course administrative Claim against the Debtors or (ii) any release or indemnification
provided for in any settlement or granted under any other court order; provided that, in the case of (i) and (ii), the Debtors
shall retain all defenses related to any such action. Notwithstanding anything contained herein to the contrary, the foregoing release
shall not release any obligation of any party under the Plan or any document, instrument, or agreement executed to implement the Plan.


 


Entry
of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described
in the Plan, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute
its finding that each release described in the Plan is:  (i) in exchange for the good and valuable consideration provided by
the Released Parties, a good faith settlement and compromise of such Claims; (ii) in the best interests of the Debtors and all holders
of Interests and Claims; (iii) fair, equitable and reasonable; (iv) given and made after due notice and opportunity for hearing;
and (v) a bar to the Debtors asserting any claim, Cause of Action or liability related thereto, of any kind whatsoever, against
any of the Released Parties or their property.



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		(b)	Releases
                                            by Releasing Parties.



 





Except
as otherwise specifically provided in the Plan or the Confirmation Order, on and after the Effective Date, for good and valuable consideration,
including the obligations of the Debtors under the Plan, the Plan Consideration and other contracts, instruments, releases, agreements,
or documents executed and delivered in connection with this Plan, each Releasing Party shall be deemed to have consented to the Plan
and the restructuring embodied herein for all purposes, and shall be deemed to have conclusively, absolutely, unconditionally, irrevocably,
and forever released and discharged the Released Parties from any and all Claims, Interests, obligations, debts, rights, suits, damages,
Causes of Action, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, asserted or unasserted, existing
or hereinafter arising, in law, equity, or otherwise, whether for tort, fraud, contract, violations of federal or state laws, or otherwise,
including Avoidance Actions, those Causes of Action based on veil piercing or alter-ego theories of liability, contribution, indemnification,
joint liability, or otherwise that such Releasing Party would have been legally entitled to assert (whether individually or collectively),
based on, relating to or in any manner arising from, in whole or in part, the Debtors, the Estates, the liquidation, the Chapter 11 Cases,
the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the subject matter of, or the transactions
or events giving rise to, any Claim or Interest that is treated in the Plan, the business or contractual arrangements between the Debtors
and any Releasing Party, excluding any assumed Executory Contract or Unexpired Lease, the restructuring of Claims and Interests prior
to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the Plan, the Disclosure Statement, the Restructuring
Support Agreement, the Plan Supplement, the DIP Credit Agreement and other DIP Loan Documents, the Exit Facility Agreement, the Existing
Preferred Equity Interests, the Existing HIT Common Equity Interests, the New HIT Common Equity Interests, the New HITOP Interests, the
Amended Constituent Documents, or, in each case, related agreements, instruments, or other documents, or upon any other act or omission,
transaction, agreement, event, or other occurrence taking place on or before the Effective Date, other than claims or liabilities arising
out of or relating to any act or omission of a Released Party that is determined in a Final Order to have constituted willful misconduct
(including, without limitation, actual fraud) or gross negligence; provided that any holder of a Claim or Interest that objects to the
releases contained in the Plan shall not receive the benefit of the releases set forth in the Plan (even if for any reason otherwise
entitled). Notwithstanding anything contained herein to the contrary, the foregoing release shall not release any obligation
of any party (i) under the Plan or any document, instrument, or agreement executed to implement the Plan, (ii) under any Executory Contract
or Unexpired Lease assumed under the Plan, or (iii) any contract or lease between a Non-Debtor Subsidiary and a Releasing Party.





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Entry
of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the releases described
in the Plan, which includes by reference each of the related provisions and definitions contained in the Plan, and further, shall constitute
its finding that each release described in the Plan is:  (i) in exchange for the good and valuable consideration provided by
the Released Parties, a good faith settlement and compromise of such Claims; (ii) in the best interests of the Debtors and all holders
of Interests and Claims; (iii) fair, equitable, and reasonable; and (iv) given and made after due notice and opportunity for
hearing.


 


		(c)	Exculpation.



 


On
the Effective Date, except as otherwise provided in the Plan or the Confirmation Order, for good and valuable consideration, to the maximum
extent permissible under applicable law, none of the Exculpated Parties shall have or incur any liability to any holder of any Claim
or Interest or any other Person for any act or omission in connection with, or arising out of the Debtors’ restructuring, including
the negotiation, implementation and execution of the Plan, this Disclosure Statement, the Restructuring Support Agreement, the Plan Supplement,
the Chapter 11 Cases, the solicitation of votes for and the pursuit of confirmation of this Plan, the consummation of this Plan, the
administration of this Plan, or the property to be distributed under this Plan, including all documents ancillary thereto, all decisions,
actions, inactions, and alleged negligence or misconduct relating thereto and all activities leading to the promulgation and confirmation
of this Plan except for gross negligence or willful misconduct, each as determined by a Final Order of the Bankruptcy Court. For purposes
of the foregoing, it is expressly understood that any act or omission effected with the approval of the Bankruptcy Court conclusively
will be deemed not to constitute gross negligence or willful misconduct unless the approval of the Bankruptcy Court was obtained by fraud
or misrepresentation, and in all respects, the applicable Persons shall be entitled to rely on the advice of counsel with respect to
their duties and responsibilities under, or in connection with, the Chapter 11 Cases, the Plan, and administration thereof. The Exculpated
Parties have, and upon confirmation of the Plan shall be deemed to have, participated in good faith and in compliance with the applicable
provisions of the Bankruptcy Code with regard to the distributions of the securities pursuant to the Plan and, therefore, are not, and
on account of such distributions shall not be, liable at any time for the violation of any applicable law, rule or regulation governing
the solicitation of acceptances or rejections of the Plan or such distributions made pursuant to the Plan. 


 


		(d)	Retention
                                            of Causes of Action/Reservation of Rights.



 


Except
as expressly provided in the Plan or in the Confirmation Order, nothing contained in the Plan or the Confirmation Order shall be deemed
to be a waiver or relinquishment of any rights or Causes of Action that the Debtors or the Estates may have, or that the Debtors may
choose to assert on behalf of their Estates, under any provision of the Bankruptcy Code or any applicable non-bankruptcy law, including,
without limitation, (i) any and all Causes of Action or claims against any Person or Entity, to the extent such Person or Entity asserts
a crossclaim, counterclaim, and/or claim for setoff that seeks affirmative relief against the Debtors, their officers, directors or representatives
or (ii) the turnover of any property of the Estates to the Debtors.



     47


     


    




Except
as expressly provided in the Plan or in the Confirmation Order, nothing contained in the Plan or the Confirmation Order shall be deemed
to be a waiver or relinquishment of any rights or Causes of Action that the Debtors had immediately prior to the Petition Date or the
Effective Date against or regarding any Claim left Unimpaired by the Plan. The Debtors shall have, retain, reserve and be entitled to
commence, assert and pursue all such rights and Causes of Action as fully as if the Chapter 11 Cases had not been commenced, and all
of the Debtors’ legal and equitable rights respecting any Claim left Unimpaired by the Plan may be asserted after the Confirmation
Date to the same extent as if the Chapter 11 Cases had not been commenced.


 


Except
as expressly provided in the Plan or in the Confirmation Order, nothing contained in the Plan or the Confirmation Order shall be deemed
to release any post-Effective Date obligations of any party under the Plan, or any document, instrument or agreement (including those
set forth in the Plan Supplement) executed to implement the Plan.


 


		(e)	Solicitation
                                            of Plan.



 


As
of and subject to the occurrence of the Confirmation Date: (a) the Debtors shall be deemed to have solicited acceptances of the
Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code, including, without limitation, sections 1125(a),
(e), and (g) of the Bankruptcy Code, and any applicable non-bankruptcy law, rule, or regulation governing the adequacy of disclosure
in connection with such solicitation, and (b) the Debtors and their respective directors, officers, employees, affiliates, agents,
financial advisors, investment bankers, professionals, accountants, and attorneys shall be deemed to have participated in good faith
and in compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of any securities under the Plan, and
therefore are not, and on account of such offer, issuance, and solicitation will not be, liable at any time for any violation of any
applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or the offer and issuance of
any securities under the Plan.


 


Notwithstanding
anything herein to the contrary, as of the Effective Date, pursuant to section 1125(e) and (g) of the Bankruptcy Code, the Plan Sponsor,
DIP Lender, and DIP Agent and each of their respective affiliates, agents, representatives, members, principals, equity holders (regardless
of whether such interests are held directly or indirectly), officers, directors, managers, employees, advisors and attorneys shall be
deemed to have solicited acceptance of the Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code
and applicable non-bankruptcy law, and to have participated in good faith and in compliance with the applicable provisions of the Bankruptcy
Code and applicable non-bankruptcy law, in the offer, issuance, sale, or purchase of a security offered or sold under the Plan of a Reorganized
Debtor, and shall not be liable to any Person on account of such solicitation or participation.



     48


     


    




		(f)	Reimbursement
                                            or Contribution.



 


If
the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity pursuant to section 502(e)(1)(B) of the Bankruptcy
Code, then to the extent that such Claim is contingent as of the Effective Date, such Claim shall be forever disallowed notwithstanding
section 502(j) of the Bankruptcy Code, unless prior to the Effective Date (a) such Claim has been adjudicated as noncontingent or (b)
the relevant holder of a Claim has filed a noncontingent Proof of Claim on account of such Claim and a Final Order has been entered determining
such Claim as no longer contingent.


 


		(g)	Recoupment.



 


In
no event shall any holder of a Claim be entitled to recoup such Claim against any Claim, right, or Cause of Action of the Debtors or
the Reorganized Debtors, as applicable, unless such holder actually has performed such recoupment and provided notice thereof in writing
to the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of Claim or otherwise that such holder
asserts, has, or intends to preserve any right of recoupment.


 


		(h)	Subordination
                                            Rights.



 


Any
Plan Distributions to holders of Claims or Interests shall be received and retained free from any obligations to hold or transfer the
same to any other holder and shall not be subject to levy, garnishment, attachment, or other legal process by any holder by reason of
claimed contractual subordination rights. On the Effective Date, any such subordination rights shall be deemed waived, and the Confirmation
Order shall constitute an injunction enjoining any Entity from enforcing or attempting to enforce any contractual, legal, or equitable
subordination rights to property distributed under the Plan, in each case other than as provided in the Plan; provided that any
such subordination rights shall be preserved in the event the Confirmation Order is vacated, the Effective Date does not occur in accordance
with the terms hereunder or the Plan is revoked or withdrawn.


 


		12.8.	Ipso
                                            Facto and Similar Provisions Ineffective.



 


Any
term of any policy, contract or other obligation applicable to a Debtor shall be void and of no further force or effect with respect
to any Debtor to the extent such policy, contract, or other obligation is conditioned on, creates an obligation of any Debtor as a result
of, or gives rise to a right of any Person based on any of the following: (a) the insolvency or financial condition of a Debtor; (b)
the commencement of the Chapter 11 Cases; (c) the confirmation or consummation of this Plan, including any change of control that shall
occur as a result of such consummation; or (d) the Restructuring Transactions.


 


		12.9.	No
                                            Successor Liability.



 


The
Plan Sponsor (a) is not, and shall not be deemed to assume, agree to perform, pay or otherwise have any responsibilities for any liabilities
or obligations of the Debtors or any other Person relating to or arising out of the operations or the assets of the Debtors on or prior
to the Effective Date, (b) is not, and shall not be, a successor to the Debtors by reason of any theory of law or equity or responsible
for the knowledge or conduct of any Debtor prior to the Effective Date and (c) shall not have any successor or transferee liability of
any kind or character.



     49


     


    




ARTICLE
XIII.



RETENTION OF JURISDICTION


 


		13.1.	Retention
                                            of Jurisdiction



 


(a)          Pursuant
to sections 105 and 1142 of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of the Effective
Date, on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction, to the fullest extent permissible under law, over
all matters arising in, arising under, or related to the Chapter 11 Cases for, among other things, the following purposes:


 


		(i)	To
                                            hear and determine all matters relating to the assumption or rejection of Executory Contracts
                                            or Unexpired Leases, including whether a contract or lease is or was executory or expired;



 


		(ii)	To
                                            hear and determine any motion, adversary proceeding, application, contested matter, and other
                                            litigated matter pending on or commenced after the Confirmation Date;



 


		(iii)	To
                                            hear and resolve any disputes arising from or relating to (i) any orders of the Bankruptcy
                                            Court granting relief under Bankruptcy Rule 2004, or (ii) any protective orders entered by
                                            the Bankruptcy Court in connection with the foregoing;



 


		(iv)	To
                                            ensure that Plan Distributions are accomplished as provided herein;



 


		(v)	To
                                            consider Claims or the allowance, classification, priority, compromise, estimation, or payment
                                            of any Claim, including any Administrative Expense Claim;



 


		(vi)	To
                                            enter, implement, or enforce such orders as may be appropriate in the event the Confirmation
                                            Order is for any reason stayed, reversed, revoked, modified or vacated;



 


		(vii)	To
                                            issue and enforce injunctions, enter and implement other orders, and take such other actions
                                            as may be necessary or appropriate to restrain interference by any Person with the consummation,
                                            implementation, or enforcement of this Plan, the Confirmation Order, or any other order of
                                            the Bankruptcy Court (including, without limitation, with respect to releases, exculpations
                                            and indemnifications);



 


		(viii)	To
                                            hear and determine any application to modify this Plan in accordance with section 1127 of
                                            the Bankruptcy Code, to remedy any defect or omission or reconcile any inconsistency in this
                                            Plan, the Disclosure Statement, or any order of the Bankruptcy Court, including the Confirmation
                                            Order, in such a manner as may be necessary to carry out the purposes and effects thereof;




     50


     


    


		(ix)	To
                                            hear and determine all matters relating to the allowance, disallowance, liquidation, classification,
                                            priority, or estimation of any Claim;



 


		(x)	To
                                            resolve disputes concerning any reserves with respect to Disputed Claims or the administration
                                            thereof;



 


		(xi)	To
                                            hear and determine disputes arising in connection with or related to the interpretation,
                                            implementation, or enforcement of this Plan, the Confirmation Order, the Disclosure Statement,
                                            any transactions or payments contemplated hereby, or any agreement, instrument, or other
                                            document governing or relating to any of the foregoing (including without limitation the
                                            Plan Supplement and the Plan Documents); provided that the Bankruptcy Court shall
                                            not retain jurisdiction over disputes concerning documents contained in the Plan Supplement
                                            that have a jurisdictional, forum selection or dispute resolution clause that refers disputes
                                            to a different court and any disputes concerning documents contained in the Plan Supplement
                                            shall be governed in accordance with the provisions of such documents;



 


		(xii)	To
                                            take any action and issue such orders, including any such action or orders as may be necessary
                                            after occurrence of the Effective Date and/or consummation of the Plan, as may be necessary
                                            to construe, enforce, implement, execute, and consummate this Plan, including any release
                                            or injunction provisions set forth herein, or to maintain the integrity of this Plan following
                                            consummation;



 


		(xiii)	To
                                            determine such other matters and for such other purposes as may be provided in the Confirmation
                                            Order;



 


		(xiv)	To
                                            hear and determine matters concerning state, local and federal taxes in accordance with sections
                                            346, 505, and 1146 of the Bankruptcy Code;



 


		(xv)	To
                                            hear and determine any other matters related hereto and not inconsistent with the Bankruptcy
                                            Code and title 28 of the United States Code;



 


		(xvi)	To
                                            resolve any disputes concerning whether a Person had sufficient notice of the Chapter 11
                                            Cases, the Confirmation Hearing, the deadline by which to file Administrative Expense Claims,
                                            or the deadline for responding or objecting to a cure amount owed pursuant to Bankruptcy
                                            Code section 365(b), for the purpose of determining whether a Claim or Interest is discharged
                                            hereunder, or for any other purpose;




     51


     


    


		(xvii)	To
                                            recover all assets of the Debtors and property of the Estates, wherever located;



 


		(xviii)	To
                                            hear and determine any rights, claims or Causes of Action held by or accruing to the Debtors
                                            pursuant to the Bankruptcy Code or pursuant to any federal or state statute or legal theory;
                                            and



 


		(xix)	To
                                            enter a final decree closing the Chapter 11 Cases.



 


(b)          If
the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter
arising in, arising under, or related to the Chapter 11 Cases, the provisions of Section 13.1 of the Plan shall have no effect on and
shall not control, limit, or prohibit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such
matter.


 


		13.2.	Courts
                                            of Competent Jurisdiction



 


If
the Bankruptcy Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter
arising out of the Plan, such abstention, refusal, or failure of jurisdiction shall have no effect upon and shall not control, prohibit,
or limit the exercise of jurisdiction by any other court having competent jurisdiction with respect to such matter.


 


ARTICLE
XIV.



MISCELLANEOUS PROVISIONS


 


		14.1.	Payment
                                            of Statutory Fees.



 


On
the Effective Date and thereafter as may be required, the Reorganized Debtors shall pay all fees incurred pursuant to section 1930 of
chapter 123 of title 28 of the United States Code, together with interest, if any, pursuant to § 3717 of title 31 of the United
States Code for each Debtor’s case, or until such time as a final decree is entered closing a particular Debtor’s case, a
Final Order converting such Debtor’s case to a case under chapter 7 of the Bankruptcy Code is entered, or a Final Order dismissing
such Debtor’s case is entered.


 


		14.2.	Substantial
                                            Consummation of the Plan.



 


On
the Effective Date, the Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.


 


		14.3.	Expedited
                                            Determination of Taxes.



 


The
Reorganized Debtors shall have the right to request an expedited determination under section 505(b) of the Bankruptcy Code with respect
to tax returns filed, or to be filed, for any and all taxable periods of the Debtors through the Effective Date.



     52


     


    




		14.4.	Exemption
                                            from Certain Transfer Taxes.



 


Pursuant
to, and to the fullest extent permitted by, section 1146 of the Bankruptcy Code, any transfers of property pursuant to, in contemplation
of, or in connection with, the Plan, including, without limitation, the Confirmation Order, including (a) the Restructuring Transactions,
(b) the issuance of the Plan Consideration, (c) the issuance, transfer or exchange of any securities or instruments, (d) the
creation, filing or recording of any Lien, mortgage, deed of trust, or other security interest, (e) the making, assignment, filing
or recording of any lease or sublease or the making or delivery of any deed, bill of sale, or other instrument of transfer under, pursuant
to, in furtherance of, or in connection with the Plan, including, without limitation, any deeds, bills of sale, or assignments executed
in connection with any of the transactions contemplated under the Plan or the reinvesting, transfer, or sale of any real or personal
property of the Debtors pursuant to, in implementation of or as contemplated in the Plan (whether to one or more of the Reorganized Debtors
or otherwise), (f) the grant of Collateral under the Exit Facility, and (g) the issuance, renewal, modification, or securing
of indebtedness shall constitute a “transfer under a plan” within the purview of section 1146 of the Bankruptcy Code and
shall not be subject to or taxed under any law imposing any document recording tax, stamp tax, conveyance fee, or other similar tax,
mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing, or recording fee, regulatory filing or
recording fee, sales tax, use tax, or other similar tax or governmental assessment. Upon entry of the Confirmation Order, the appropriate
state or local government officials or agents shall forgo the collection of any such tax or governmental assessment, and consistent with
the foregoing, each recorder of deeds or similar official for any county, city, or Governmental Unit in which any instrument hereunder
is to be recorded shall, pursuant to the Confirmation Order, be ordered and directed to accept such instrument without requiring the
payment of any filing fees, documentary stamp tax, deed stamps, stamp tax, transfer tax, intangible tax, or similar tax.


 


		14.5.	Amendments.



 


(a)          Plan
Modifications. (i) The Debtors reserve the right, in accordance with the Bankruptcy Code and the Bankruptcy Rules, and upon
the written consent of the Plan Sponsor, to amend, modify, or supplement the Plan prior to the entry of the Confirmation Order, including
amendments or modifications to satisfy section 1129(b) of the Bankruptcy Code and (ii) after entry of the Confirmation Order, the
Debtors may, upon order of the Bankruptcy Court, amend, modify, or supplement the Plan in the manner provided for by section 1127 of
the Bankruptcy Code or as otherwise permitted by law, in each case without additional disclosure pursuant to section 1125 of the Bankruptcy
Code, except as the Bankruptcy Code may otherwise direct.


 


(b)          Other
Amendments. After the Confirmation Date, so long as such action does not materially adversely affect the treatment of holders of
Claims or Interests hereunder, and upon the written consent of the Plan Sponsor, the Debtors may remedy any defect or omission or reconcile
any inconsistencies in the Plan or the Confirmation Order with respect to such matters as may be necessary to carry out the purposes
and effects of the Plan, and any holder of a Claim or Interest that has accepted the Plan shall be deemed to have accepted the Plan as
amended, modified, or supplemented. Before the Effective Date, the Debtors may make appropriate technical adjustments and modifications
to the Plan and the documents contained in the Plan Supplement without further order or approval of the Bankruptcy Court; provided,
that such technical adjustments and modifications do not adversely affect in a material way the treatment of holders of Claims or Interests
and which shall be consistent with, and subject to the approvals and consents as set forth in, the RSA.



     53


     


    




		14.6.	Effectuating
                                            Documents and Further Transactions.



 


(a)
         Each of the officers of the Reorganized Debtors is authorized, in accordance with his
or her authority under the resolutions of the applicable owners, board of directors, and general partners, to execute, deliver, file,
or record such contracts, instruments, releases, indentures, and other agreements or documents and take such actions as may be necessary
or appropriate to effectuate and further evidence the terms and conditions of the Plan.


 


(b)
         On or before the Effective Date, the Debtors may file with the Bankruptcy Court such
agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the
Plan. The Debtors or the Reorganized Debtors, as applicable, and all holders of Interests and Claims receiving Plan Distributions pursuant
to the Plan and all other parties in interest shall, from time to time, prepare, execute, and deliver any agreements or documents and
take any other actions as may be necessary or advisable to effectuate the provisions and intent of the Plan.


 


		14.7.	Revocation
                                            or Withdrawal of Plan.



 


The
Debtors reserve the right, subject to the prior written consent of the Plan Sponsor, to revoke or withdraw the Plan prior to the Effective
Date as to any or all of the Debtors. If, with respect to a Debtor, the Plan has been revoked or withdrawn prior to the Effective Date,
or if confirmation or the occurrence of the Effective Date as to such Debtor does not occur on the Effective Date, then, with respect
to such Debtor: (a) the Plan shall be null and void in all respects; (b) any settlement or compromise embodied in the Plan
(including the fixing of or limiting of an amount of any Claim or Interest or Class of Claims or Interests), assumption of Executory
Contracts or Unexpired Leases affected by the Plan, and any document or agreement executed pursuant to the Plan shall be deemed null
and void; and (c) nothing contained in the Plan shall (i) constitute a waiver or release of any Claim by or against, or any Interest
in, such Debtor or any other Entity, (ii) prejudice in any manner the rights of such Debtor or any other Entity, or (iii) constitute
an admission of any sort by any Debtor or the Plan Sponsor, or any other Entity.


 


		14.8.	Severability
                                            of Plan Provisions.



 


If,
before the entry of the Confirmation Order, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void, or
unenforceable, the Bankruptcy Court, in each case at the election and the request of the Debtors, shall have the power to alter and interpret
such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the
term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of the Plan shall remain in
full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration, or interpretation; provided,
however, that any such holding, alteration, or interpretation shall not affect the approvals and consents as set forth in the RSA. The
Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have
been altered or interpreted in accordance with the foregoing, is (a) valid and enforceable pursuant to its terms, (b) integral
to the Plan and may not be deleted or modified without the consent of the Debtors or the Reorganized Debtors (as the case may be), and
(c) nonseverable and mutually dependent.



     54


     


    




		14.9.	Governing
                                            Law.



 


Except
to the extent that the Bankruptcy Code or other U.S. federal law is applicable, or to the extent an exhibit or schedule hereto, or a
schedule in the Plan Supplement provides otherwise, the rights, duties, and obligations arising under the Plan shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to the principles of conflict
of laws thereof; provided that corporate, limited partnership, or entity governance matters relating to a Debtor or a Reorganized
Debtor shall be governed by the laws of the state of incorporation or organization of the Debtors or the Reorganized Debtors.


 


		14.10.	Time.



 


In
computing any period of time prescribed or allowed by the Plan, unless otherwise set forth herein or determined by the Bankruptcy Court,
the provisions of Bankruptcy Rule 9006 shall apply.


 


		14.11.	Dates
                                            of Actions to Implement the Plan.



 


In
the event that any payment or act under the Plan is required to be made or performed on a date that is not on a Business Day, then the
making of such payment or the performance of such act may be completed on the next succeeding Business Day, but shall be deemed to have
been completed as of the required date.


 


		14.12.	Immediate
                                            Binding Effect.



 


Notwithstanding
Bankruptcy Rules 3020(e), 6004(h), 7062, or otherwise, upon the occurrence of the Effective Date, the terms of the Plan and the Plan
Supplement shall be immediately effective and enforceable and deemed binding upon and inure to the benefit of the Debtors, the holders
of Claims and Interests, the Released Parties, and each of their respective successors and assigns, including, without limitation, the
Reorganized Debtors.


 


		14.13.	Deemed
                                            Acts.



 


Subject
to and conditioned on the occurrence of the Effective Date, whenever an act or event is expressed under the Plan to have been deemed
done or to have occurred, it shall be deemed to have been done or to have occurred without any further act by any party, by virtue of
the Plan and the Confirmation Order.



     55


     


    




		14.14.	Successor
                                            and Assigns.



 


The
rights, benefits, and obligations of any Entity named or referred to in the Plan shall be binding on, and shall inure to the benefit
of, any heir, executor, administrator, successor, or permitted assign, if any, of each such Entity.


 


		14.15.	Entire
                                            Agreement.



 


On
the Effective Date, the Plan, the Plan Supplement, and the Confirmation Order shall supersede all previous and contemporaneous negotiations,
promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated
into the Plan.


 


		14.16.	Exhibits
                                            to Plan.



 


All
exhibits, schedules, supplements, and appendices to the Plan (including the Plan Supplement) are incorporated into and are a part of
the Plan as if set forth in full therein.


 


		14.17.	Reservation
                                            of Rights.



 


The
Plan shall have no force or effect unless the Bankruptcy Court shall enter the Confirmation Order. None of the filing of the Plan, any
statement or provision contained in the Plan, or the taking of any action by any Debtor with respect to the Plan, the Disclosure Statement,
or the Plan Supplement shall be or shall be deemed to be an admission or waiver of any rights of any Debtor with respect to the holders
of Claims or Interests prior to the Effective Date.


 


		14.18.	Plan
                                            Supplement.



 


After
any of such documents included in the Plan Supplement are filed, copies of such documents shall be made available upon written request
to the Debtors’ counsel at the address above or by downloading such exhibits and documents from the Claims and Noticing Agent’s
website at http://dm.epiq11.com/HospitalityInvestorsTrust or the Bankruptcy Court’s website at https://www.pacer.gov/.


 


		14.19.	Waiver
                                            or Estoppel.



 


Each
holder of a Claim or an Interest shall be deemed to have waived any right to assert any argument, including the right to argue that its
Claim or Interest should be Allowed in a certain amount, in a certain priority, secured or not subordinated by virtue of an agreement
made with the Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the Disclosure Statement,
or papers filed with the Bankruptcy Court prior to the Confirmation Date.



     56


     


    




		14.20.	Notices



 


To
be effective, all notices, requests, and demands to or upon the Debtors shall be in writing (including by electronic mail or facsimile
transmission) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered
or, in the case of notice by electronic mail transmission, when received and telephonically confirmed, addressed as follows:


 


		1.	The
                                            Debtors at:



 


Hospitality
Investors Trust, Inc.


Park
Avenue Tower, 


65
East 55th Street, Suite 801 


New
York, NY 10022 


Attn:
HIT Chapter 11 Notices 


Email:
casenotices@hitreit.com


 





	 	2.	Office of the U.S. Trustee at:


 


Office
of the United States Trustee for the District of Delaware

844 King Street, Suite 2207, Lockbox 35

Wilmington, DE 19801

Attn: Joseph J. McMahon, Jr. (joseph.mcmahon@usdoj.gov)


 





	 	3.	Counsel to the Debtors at:


 


Proskauer
Rose LLP 


70
West Madison 


Suite
3800 


Chicago,
IL 60602 


Attn:
Jeff J. Marwil (jmarwil@proskauer.com), Paul V. Possinger (ppossinger@proskauer.com), and Jordan E. Sazant (jsazant@proskauer.com)


 


-
and -


 


Proskauer
Rose LLP 


Eleven
Times Square


New
York, NY 10036 


Attn:
Joshua A. Esses (jesses@proskauer.com)


 


-
and -


 


Potter
Anderson & Corroon LLP 


1313
North Market Street 


Wilmington,
DE 19801 


Telephone:
(302) 984-6000 


Attn:
Jeremy W. Ryan (jryan@potteranderson.com)


 






     57


     


    


	 	4.	The Plan Sponsor at:



 


Brookfield
Strategic Real Estate Partners II Hospitality REIT II LLC

250 Vesey Street, 11th Floor 


New
York, NY 10004 


Attn:
BPG Transactions Legal


(realestatenotices@brookfield.com)


 


	 	5.	Counsel to the Plan Sponsor at:





 


Cleary
Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Sean A. O’Neal (soneal@cgsh.com)


 


- and -


 





Young Conaway Stargatt & Taylor, LLP

Rodney Square, 1000 King Street 

Wilmington, DE 19801

Attn: Pauline K. Morgan

Email: pmorgan@ycst.com


 


After
the occurrence of the Effective Date, the Reorganized Debtors have authority to send a notice to Entities stating that in order to continue
to receive documents pursuant to Bankruptcy Rule 2002, such Entities must file a renewed request to receive documents pursuant to Bankruptcy
Rule 2002. After the occurrence of the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving
documents pursuant to Bankruptcy Rule 2002 to those Entities that have filed such renewed requests.


 


ARTICLE
XV.



CONCLUSION AND RECOMMENDATION


 


The
Debtors believe the Plan is in the best interests of all stakeholders and urge the holders of Interests in the Voting Class to vote in
favor thereof.


 


Dated:
May 17, 2021


 





	 	Respectfully submitted,
	 	Hospitality Investors Trust, Inc. and
	 	Hospitality Investors Trust Operating
    Partnership, L.P.
	 	 	 
	 	By: 	/s/ Bruce
    A. Riggins
	 	Name: Bruce A. Riggins
	 	Title: Chief Financial Officer, Hospitality
    Investors Trust, Inc.






     58


     


    

Exhibit
A


 


Contingent
Value Rights Agreement






     


     


    

 



 


Exhibit
Version


 


CONTINGENT
VALUE RIGHTS AGREEMENT


 


This
CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•] [•], 2021 (this “Agreement”), is entered into
by and between Hospitality Investors Trust, Inc., a Maryland corporation (the “Company”), and Computershare,
Inc. (“Computershare”), a Delaware corporation, and its wholly owned subsidiary, Computershare Trust Company,
N.A., a federally chartered trust company, collectively, as agent with respect to the Contingent Value Rights (the “CVR Agent”).


 


WITNESSETH:


 


WHEREAS,
on May 19, 2021, the Company and its operating partnership, Hospitality Investors Trust Operating Partnership, L.P., a Delaware limited
partnership (the “OP”), entered into a Restructuring Support Agreement (as may be subsequently amended or modified
from time to time, the “RSA”) with the Supporting Stockholder;


 


WHEREAS,
on May 19, 2021 (the “Petition Date”), the Company and the OP commenced voluntary cases under the Bankruptcy
Code in the United States Bankruptcy Court for the District of Delaware (the “Cases”), and concurrently filed
a joint prepackaged plan of reorganization (as may be amended or modified from time to time in accordance with the RSA, the “Plan”);


 


WHEREAS,
the Company has obtained a debtor-in-possession loan facility (as may be subsequently amended or modified from time to time, the “DIP
Facility”) and a post-confirmation loan facility (as may be subsequently amended or modified from time to time, the “Exit
Facility”) from the Supporting Stockholder;


 


WHEREAS,
pursuant to the Plan, the Company shall grant Contingent Value Rights to holders of the Shares on the Effective Date;


 


WHEREAS,
this Agreement constitutes the CVR Agreement referred to in the RSA and the Plan;


 


WHEREAS,
the Contingent Value Right is a contract right, providing the Holders with the right to receive contingent cash payments if and to the
extent payable pursuant to the terms of this Agreement for each Contingent Value Right at a later date and subject to the terms and conditions
set forth herein;


 


WHEREAS,
the Company desires to appoint the CVR Agent as its agent with respect to the Contingent Value Rights pursuant to the terms of this Agreement,
and the CVR Agent desires to accept such appointment; and


 


WHEREAS,
the CVR Agent has agreed to provide specified services covered by this Agreement. 





     


     


    

NOW,
THEREFORE, for and in consideration of the agreements contained herein and the consummation of the Plan, it is mutually covenanted and
agreed, for the benefit of all Holders, as follows:


 


Article
1

DEFINITIONS


 


Section
1.1.            Definitions.


 


(a)            For
all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)          the
terms defined in this Article 1 have the meanings assigned to them in this Article 1, and include the plural as well as
the singular;


 


(ii)         the
words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement
as a whole and not to any particular Article, Section or other subdivision;


 


(iii)        unless
the context otherwise requires, words describing the singular number shall include the plural and vice versa, words denoting any gender
shall include all genders and words denoting natural Persons shall include corporations, partnerships and other Persons and vice versa;


 


(iv)        references
to any Person shall include such Person’s successors and permitted assigns; and


 


(v)         whenever
the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to
be followed by “without limitation”.


 


(b)           The
following terms shall have the meanings ascribed to them as follows:


 


“2019
Hotel EBITDA” means, with respect to the Hotel Properties in the CVR Asset Pool or the Excluded Properties, the Adjusted
EBITDA for the year ended December 31, 2019 for such Hotel Properties in the CVR Asset Pool or Excluded Properties, as applicable, calculated
without giving effect to clause (c) of the first sentence of the definition of Adjusted EBITDA.


 


“Additional
Adjustment Amount” means (i) any amount distributed by the CVR Holding Company to its shareholders, members, or partners,
or (ii) any principal amount loaned by the CVR Holding Company or any of its direct or indirect Subsidiaries pursuant to any Upstream
Intercompany Loan other than (a) any distribution, payment or loan out of net proceeds from a Monetization Event, but only to the extent
such amount has not previously been taken into account in the determination of a Total Distributable Amount under Section 2.4(g),
and (b) any Permitted Distribution.




     2


     


    



“Adjusted
EBITDA”, with respect to one or more Hotel Properties and any Measurement Period, is calculated as net loss (income) and
comprehensive loss (income) (calculated in accordance with GAAP) of the applicable Hotel Property or Hotel Properties during the applicable
Measurement Period, excluding (a) the effect of expenses not related to operating the applicable Hotel Property or Hotel Properties,
(b) non-cash charges that are not indicative of the operating performance of the applicable Hotel Property or Hotel Properties, and (c)
any effects on net loss (income) and comprehensive loss (income) due to (1) a Casualty or Condemnation Event, strike or other labor dispute,
fire, war, insurrection, act of God, governmental intervention, terrorism or pandemic or (2) any other event that is reasonably beyond
the control of the Company other than to the extent the principal cause of such event is the Company’s or any of its Subsidiaries’
gross negligence or willful misconduct. Exclusions made for these purposes shall include (to the extent attributable to a particular
Hotel Property or Hotel Properties, if applicable): (i) depreciation and amortization; (ii) impairment of goodwill and long-lived assets;
(iii) interest expense; (iv) transaction related costs; (v) other loss (income); (vi) gain (loss) on sale of assets, net; (vii) equity
in loss (earnings) of unconsolidated entities; (viii) general and administrative expense; and (ix) income tax (benefit) expense. 


 



“Adjusted
EBITDA Threshold” means, with respect to any Hotel Property, the amount of Adjusted EBITDA for such Hotel Property set
forth on Schedule I hereto. Any reference to the Adjusted EBITDA Threshold for the CVR Asset Pool refers to the aggregate Adjusted
EBITDA Threshold of all of the Hotel Properties then in the CVR Asset Pool.


 


“Adjusted
Total CVR Pool Amount” has the meaning set forth in Section 2.4(g)(i).


 


“Affiliate”
means, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls,
is controlled by or is under common control with such specified Person. As used in this definition, the term “control” (including
with correlative meanings, “controlled by” and “under common control with”), when used with respect to any specified
Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument,
lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“All
or Substantially All of the Assets” means at least eighty percent (80%) of the number of the Hotel Properties comprising
the CVR Asset Pool as of the Effective Date.


 


“Board
of Directors” means the Board of Directors of the Company.


 


“Business
Day” means any day other than a Saturday or Sunday or a day on which banks are required or authorized to close in the City
of New York.


 


“Calculation
Certificate” has the meaning set forth in Section 2.5(a).


 


“Capital
Stock” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however
designated) of capital stock of (or other ownership, equity or profit interests or units in, including any limited or general partnership
interest and any limited liability company interest) such Person.


 


“Cases”
has the meaning set forth in the Recitals. 





     3


     


    

“Casualty
or Condemnation Event” means the damage
or destruction, in whole or in part, by fire or other casualty, of a Hotel Property or a temporary or permanent taking of a Hotel Property
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 Hotel Property, or any interest therein or right accruing thereto, including any right of access thereto or
any change of grade affecting such Hotel Property or any part thereof.


 


“Change-of-Control
Monetization Event” means (a) the sale or other disposition (in one transaction or a series of related transactions) of
outstanding Voting Securities of (i) the Company or (ii) any direct or indirect Subsidiary(ies) of the Company that, individually or
together, directly or indirectly hold(s) 100% of the Company’s interest in the Hotel Properties comprising the CVR Asset Pool,
representing in the aggregate more than 50.0% of the total voting power of the Voting Securities of the Company or such Subsidiary(ies)
(after giving effect to such sale or other disposition) to any Person or “group” (as such term is used in Section 13(d)(3)
of the Exchange Act) of Persons, other than a transfer of Voting Securities of the Company or such Subsidiary(ies) to any Affiliates
of the holders of the Voting Securities being transferred as part of a reorganization, restructuring or similar transaction that is (x)
not treated as a liquidity event for the Supporting Stockholder or its Affiliates that are shareholders of the Company participating
in such transaction (as determined in good faith by the Supporting Stockholder) and (y) approved by the Independent Director(s) or, if
there are more than two Independent Directors, a majority of the Independent Directors (which approval may be given at any meeting of
the Board of Directors or any committee thereof or pursuant to any action taken by written or electronic consent by the Board of Directors
or any committee thereof); provided that in the event of a transfer of Voting Securities in direct or indirect Subsidiary(ies)
of the Company, this Agreement shall be assigned to the transferee in accordance with Section 4.5, or (b) a
reorganization, merger, share exchange, consolidation or other business combination of the Company, or any direct or indirect Subsidiary(ies)
of the Company that, individually or together, directly or indirectly hold(s) 100% of the Company’s interests in the Hotel Properties
comprising the CVR Asset Pool, with or into any other Person in which transaction the Shareholders as of immediately prior to such transaction
and their Affiliates own, directly or indirectly (including by or through the Company or any other Person), an aggregate of less than
50.0% of the total voting power of the Voting Securities of the Company or such Subsidiary(ies) or, if the Company or such Subsidiary(ies)
is(are) not the acquiring, resulting or surviving Person(s) in such transaction, such acquiring, resulting or surviving Person.


 


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


 


“Company”
has the meaning set forth in the Preamble; provided that any reference to any action to be taken by the Company or not to be taken
by the Company, or with respect to the assets or liabilities of the Company, shall be deemed to include the Company’s direct and
indirect Subsidiaries, as applicable.


 


“Compelled”
has the meaning set forth in Section 4.3(b)(i).


 


“Confidential
Information” has the meaning set forth in Section 4.3(b)(i).


 


“Confirmation
Order” has the meaning set forth in the Plan. 





     4


     


    

“Contingent
Value Rights” means the rights of Holders to receive contingent cash payments pursuant to the Plan and this Agreement.


 


“Control”
(including the terms “controlled,” “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the
ownership of Voting Securities, by contract or otherwise.


 


“CVR
Agent” means the CVR Agent named in the Preamble, until a successor CVR Agent shall have become such pursuant to the applicable
provisions of this Agreement, and thereafter “CVR Agent” shall mean such successor CVR Agent.


 


“CVR
Agent Fees” has the meaning set forth in Section 3.2(f).


 


“CVR
Asset Pool” means the Hotel Properties that were owned by the Company and its Subsidiaries as of immediately prior to the
Effective Date that are not Excluded Assets, and other assets directly related to operation of such Hotel Properties that are not Excluded
Assets and any mortgage indebtedness and other indebtedness and liabilities (whether known, unknown, absolute, accrued, contingent or
otherwise), rights and obligations and agreement related to the operations of such Hotel Properties and excluding any general and administrative
expenses incurred by the CVR Holding Company and its Subsidiaries or any other Person, which expenses shall not be the responsibility
of the CVR Holding Company and its Subsidiaries.


 


“CVR
Distribution Expenses” means, with respect to any distribution to Holders in respect of a Distribution Triggering Monetization
Event, the Final Payment Date Distribution or a Holdback Payment Distribution, as applicable, the reasonable, documented, out-of-pocket
costs and expenses of the Company and any of its Subsidiaries in connection with the performance of its and/or their respective obligations
under this Agreement or otherwise in connection with any such distribution to be made to the Holders in respect of such Distribution
Triggering Monetization Event, Final Payment Date Distribution or Holdback Payment Distribution, as applicable, including, if applicable
to the particular Distribution Triggering Monetization Event, Final Payment Date Distribution or Holdback Payment Distribution: (a) all
reasonable, documented, out-of-pocket costs and expenses billed by the Independent Valuer and/or the Independent Investment Banker; (b)
the costs and expenses (whether or not reasonable) billed by the Independent Accountant and allocated to the Company pursuant to Section
2.6(a); and (c) the CVR Agent Fees billed by the CVR Agent in connection with such Distribution Triggering Monetization Event, Final
Payment Date Distribution or Holdback Payment Distribution, as applicable; provided, that CVR Distribution Expenses shall not
include any costs or expenses to the extent expressly taken into account or given effect to in the calculations of Net Proceeds from
Hotel Sale or Net Proceeds from CVR Asset Pool.


 


“CVR
Holding Company” means the OP or any other Subsidiary of the Company that directly or indirectly owns the Hotel Properties
in the CVR Asset Pool.


 


“CVR
Payment Date” has the meaning set forth in Section 2.5(c).


 


“CVR
Register” has the meaning set forth in Section 2.3(b). 





     5


     


    

“DIP
Facility” has the meaning set forth in the Recitals.


 


“DIP
Financing Invested Capital
Amount” means $[•],
representing the amount of outstanding principal and accrued interest and other outstanding obligations through and including the Effective
Date under the DIP Facility that is converted to Shares on the Effective Date pursuant to the Plan multiplied by the Excluded Asset Adjustment
Factor, which amount shall be subject to reduction from time to time by in accordance with Section 2.4(g).


 


“Distribution
Triggering Monetization Event” means a Monetization Event of the type set forth in clause (i) or (ii) of
the definition thereof.


 


“Effective
Date” means the effective date of the Plan.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Exit
Facility” has the meaning set forth in the Recitals.


 


“Excluded
Assets” means the Hotel Properties on Schedule II hereto and other assets directly related to operation of such
Hotel Properties and any mortgage indebtedness and other indebtedness and liabilities (whether known, unknown, absolute, accrued, contingent
or otherwise), rights and obligations and agreement related to the operations of such Hotel Properties, which shall have been transferred
from the CVR Holding Company if requisite consents have been obtained, or, if requisite consents have not been obtained, shall be held
by the CVR Holding Company pursuant to arrangements under which it shall be treated, for all purposes applicable under this Agreement
and notwithstanding anything to the contrary in this Agreement, as if the Excluded Assets were not part of the CVR Asset Pool.


 


“Excluded
Asset Adjustment Factor” means 0.9866, representing (a) one, minus (b) the quotient (expressed as a decimal fraction)
of (i) the aggregate 2019 Hotel EBITDA of the Excluded Assets, divided by (ii) the sum of (A) the aggregate 2019 Hotel EBITDA of the
Excluded Assets and (B) the aggregate 2019 Hotel EBITDA of the Hotel Properties in the CVR Asset Pool.


 


“Extended
Maturity Date” means [•], 2028, the seventh anniversary of the Effective Date.


 


“Final
Payment Date” means the earlier of (i) the Maturity Date and (ii) the date that is the six-month anniversary of the first
occurrence of a Distribution Triggering Monetization Event (or, if not a Business Day, the next Business Day).


 


“Final
Payment Date Distribution” means the final distribution to Holders in respect of amounts distributable as of the Final
Payment Date.


 


“GAAP”
means United States generally accepted accounting principles as in effect from time to time and set forth in the Financial Accounting
Standards Board Accounting Standards Codification applied on a basis in all material respects consistent with that of the Company for
the 2020 fiscal year (except as required by changes in such generally accepted accounting principles). 





     6


     


    

“Governmental
Entity” means United States or non-United States national, federal, state or local governmental, regulatory or administrative
authority, agency or commission or any judicial or arbitral body.


 


“Holdback”
has the meaning set forth in Section 2.4(d)(iii).


 


“Holdback
Amount” has the meaning set forth in Section 2.4(d)(iii).


 


“Holdback
Payment Distribution” has the meaning set forth in Section 2.4(d)(vi).


 


“Holdback
Payment Distribution Payment Date” has the meaning set forth in Section 2.5(e).


 


“Holdback
Value” has the meaning set forth in Section 2.4(d)(vii).


 


“Holder”
means a Person in whose name a Contingent Value Right is registered in the CVR Register.


 


“Hotel
Property” shall mean each property on which a hotel is operated and in which the Company or any direct or indirect Subsidiary
holds an ownership interest, together with the buildings and other improvements thereon and all assets related to the operation of the
hotel on the Hotel Property.


 


“Indemnitees”
has the meaning set forth in Section 3.2(e).


 


“Independent
Accountant” means an independent certified public accounting firm of nationally recognized standing designated by the Company.


 


“Independent
Director” means any director of the Company who is an “independent director” as defined under Listing
Rule 303A.02 of the New York Stock Exchange Listed Company Manual or any successor provision.


 


“Independent
Investment Banker” means an independent and nationally recognized financial services company selected by the Company from
a list of at list three (3) candidates provided by the Independent Director(s), each of which has at least ten years of experience advising
Persons owning hotel properties similar to those owned by the Company.


 


“Independent
Valuer” means an independent and nationally recognized MAI appraiser selected by the Company from a list of at least three
(3) candidates provided by the Independent Director(s), each of which has at least ten years of experience valuing hotel properties similar
to those owned by the Company.


 


“Initial
Contingent Value Rights” has the meaning set forth in Section 2.1(c).


 


“Initial
Maturity Date” means [•], 2026, the fifth anniversary of the Effective Date.


 


“Losses”
has the meaning set forth in Section 3.2(e). 





     7


     


    

“Majority
of Holders” means, at any time, the registered Holder(s) of more than 50% of the total number of Contingent Value Rights
registered at such time, as set forth on the CVR Register.


 


“Make
Available” means, with respect to any document, notice or information required to be provided to Holders under this Agreement,
at the Company’s option, either (1) to mail or cause the CVR Agent to mail a notice thereof by first-class mail to the Holders
at their addresses as they shall appear on the CVR Register, or (2) to post on the Company’s public website.


 


“Maturity
Date” means either (i) the Initial Maturity Date, or (ii) if the Company exercises its extension right pursuant to Section
2.7, the Extended Maturity Date.


 


“Measurement
Period” means, as applicable, the trailing 12-month period ending on the last day of the calendar quarter preceding the
calendar quarter in which the event that has required the Company to calculate the Adjusted EBITDA for any Hotel Property occurs.


 


“Monetization
Event” means (i) the consummation of a Change-of-Control Monetization Event, (ii) the consummation of any transaction that
does not constitute a Change-of-Control Monetization Event pursuant to which, directly or indirectly, on a cumulative basis following
consummation of such transaction, All or Substantially All of the Assets included in the CVR Asset Pool have been sold or otherwise disposed
of subsequent to the Effective Date, other than any disposition of all of the Hotel Properties comprising the CVR Asset Pool then owned
directly or indirectly by the Company to an Affiliate of the Company or the Supporting Stockholder as part of a reorganization, restructuring
or similar transaction that is (x) not treated as a liquidity event for the Supporting Stockholder or its Affiliates that are shareholders
of the Company participating in such transaction (as determined by the Supporting Stockholder in good faith) and (y) approved by the
Independent Director(s) or, if there are more than two Independent Directors, a majority of the Independent Directors (which approval
may be given at any meeting of the Board of Directors or any committee thereof or pursuant to any action taken by written or electronic
consent by the Board of Directors or any committee thereof); provided that in the event of any such disposition to an Affiliate
of the Company or the Supporting Stockholder that is not the Company or a Subsidiary of the Company, this Agreement shall be assigned
to the transferee in accordance with Section 4.5, or (iii) a sale or other disposition of assets remaining in the CVR Asset Pool
that occurs subsequent to a Distribution Triggering Monetization Event but prior to the Final Payment Date.


 


“Net
Proceeds from CVR Asset Pool” has the meaning set forth in Section 2.4(c).


 


“Net
Proceeds from Hotel Sale” means the amount of any cash or non-cash consideration actually
received by the Company in any direct or indirect sale of all of the Company’s interest in any Hotel Property (with the valuation
of any non-cash consideration determined by the Independent Investment Banker) less (i) the mortgage indebtedness and other indebtedness
and liabilities (whether known, unknown, absolute, accrued, contingent or otherwise) not assumed by the buyer or to which the buyer does
not acquire the assets subject to (with such amounts determined in good faith by the Board of Directors), and (ii) reasonable,
documented, out-of-pocket costs and expenses of the Company and any of its Subsidiaries in connection with
such sale. 





     8


     


    

“Notice
of Objection” has the meaning set forth in Section 2.5(b).


 


“Objection
Period” has the meaning set forth in Section 2.5(b).


 


“Officer’s
Certificate” means a certificate signed by the chief executive officer, president, chief financial officer, any vice president,
the controller, the treasurer or the secretary, in each case of the Company, in his or her capacity as such an officer, and delivered
to the CVR Agent.


 


“Permitted
Distributions” means any amount distributed by the CVR Holding Company (a) to the Company to fund costs and expenses of
the Company or any of its Subsidiaries, including (i) general and administrative expenses, (ii) to the extent not covered by clause (i),
expenses associated with directors, officers, employees, consultants and any other agents of the Company (including any severance or
termination payments), (iii) taxes, (iv) payments pursuant to contractual obligations, (v) payments of cash dividends to shareholders
of the Company that are not Affiliates of the Supporting Stockholder who shall have been issued preferred stock intended to enable the
Company to satisfy the closely held requirements applicable to real estate investment trusts under Section 856(a)(6) of the Code, (vii)
payments related to the expenses of or settlement of litigations or disputes, (viii) payments of principal, interest, fees and other
expenses associated with indebtedness to the extent that the principal amount of such indebtedness has been (A) contributed to the CVR
Holding Company or any of its Subsidiaries or (B) used to fund costs and expenses of the Company or any of its Subsidiaries that the
CVR Company would be permitted to distribute funds to the Company to fund under this clause (a), (ix) capital expenditures (including
property improvement plan expenditures), (x) expenses relating to furniture, fixtures and other equipment, (xi) management fees and other
charges, fees and expenses to be paid to the property managers or sub-managers, (xii) costs and fees of independent professionals (including
legal, accounting, consultants and other professional expenses), technical consultants, operational experts (including quality assurance
inspectors) or other third parties retained to perform services for the Company or any of its Subsidiaries, (xiii) costs of attendance
by employees at training and manpower development programs, (xiv) association dues, (xv) computer processing charges, (xvi) operational
equipment and other lease payments, (xvii) insurance premiums, ground rents, maintenance charges and other charges and impositions and
(xviii) franchise fees and expenses; provided that costs and expenses, individually and in the aggregate, covered by this clause
(a) shall be consistent in scope and kind with the Company’s corporate-level costs and expenses in 2019 and 2020, shall not
include costs or expenses primarily relating to assets other than the assets in the CVR Asset Pool and shall be allocated between the
CVR Holding Company and assets that are not included in the CVR Asset Pool (including if such assets are
Excluded Assets or were acquired by the Company subsequent to the Effective Date) based on the ratio of their respective Adjusted
EBITDA for the trailing 12-month period ending on the last day of the calendar quarter preceding the calendar quarter in which the Permitted
Distribution was made, and (b) to any Person (including, for the avoidance of doubt, the Company
or any of its shareholders, including the Supporting Stockholder) in respect of the Net Proceeds from Hotel Sale of any Hotel Property
prior to a Monetization Event that is not a Qualifying CVR Asset Pool Sale.


 


“Permitted
Transfer” means: (i) the transfer (upon the death of the Holder) by will or intestacy; (ii) a transfer by instrument to
an inter vivos or testamentary trust in which the Contingent Value Rights are to be passed to beneficiaries upon the death of
the trustee; (iii) transfers made pursuant to a court order of a court of competent jurisdiction in connection with divorce, bankruptcy
or liquidation; or (iv) a transfer made by operation of law (including a consolidation or merger) or without consideration in connection
with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity. 





     9


     


    

“Permitted
Transferee” means a Person who receives a Contingent Value Right pursuant to a Permitted Transfer and otherwise in accordance
with this Agreement.


 


“Person”
means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture,
estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.


 


“Petition
Date” has the meaning set forth in the Recitals.


 


“Plan”
has the meaning set forth in the Recitals.


 


“Plan
Documents” means the RSA, the Plan, this Agreement, the DIP Facility, the Exit Facility, and the organizational documents
of the Company and the CVR Holding Company adopted as of the Effective Date.


 


“Post-Effective
Date Contributions” means, without duplication, any cash contributions or loans made to the CVR Holding Company or any
of its Subsidiaries on or after the Effective Date however structured, including cash amounts contributed, paid or loaned to the CVR
Holding Company or any of its Subsidiaries on or after the Effective Date pursuant to the Exit Facility; provided, that, except
for any cash contributions or loans made to the CVR Holding Company or any of its Subsidiaries pursuant to the Exit Facility: (a) any
such loans shall be on terms and conditions that are arm’s length in accordance with Section 4.1 (provided, that any such
loan shall be deemed to be on arm’s length terms for purposes of Section 4.1 if such loan is on terms substantially similar
to the terms of the Exit Facility) and (b) any such cash contributions and loans shall only be used for (i) funding the costs and expenses
of the CVR Holding Company and its Subsidiaries, including any of the costs and expenses set forth in clauses (i)-(xviii) in clause (a)
of the definition of “Permitted Distributions” and (ii) reserves and/or liquidity requirements or needs of the CVR Holding
Company and its Subsidiaries, as determined by the Company in its sole discretion.


 


“Pre-Petition
LPA” means the Amended and Restated Agreement of Limited Partnership of the OP, dated as of March 31, 2017 and as
amended from time to time through the date of the RSA.


 


“Pro
Rata Payment Amount” means an amount equal to (i) a fraction, the numerator of which equals
the total number of Contingent Value Rights held by such Holder on such date, and the denominator of which equals [•]1,
multiplied by (ii) the Total Distributable Amount payable pursuant to Section 2.5(c), Section 2.5(d) or Section
2.5(e), as applicable. 


 





 



1
Note to Draft: Such number shall be inserted in the executed CVR Agreement as of the Effective Date and shall be equal to:
(i) the number of CVRs to be issued in respect of shares of outstanding common stock (which will include the number of CVRs to be issued
in respect of RSUs that are cancelled on the Effective Date), plus (ii) the number of CVRs that would otherwise have been issued in respect
of shares of common stock (including restricted shares) held by the Brookfield Investor, which will effectively be cancelled as of the
Effective Date pursuant to the Plan, but which number shall be included solely for purposes of this calculation. 





     10


     


    

“Qualifying
CVR Asset Pool Sale” means any direct or indirect sale of all of the Company’s interest in any Hotel Property prior
to the consummation of a transaction or series of transactions constituting a Distribution Triggering Monetization Event or, if no Distribution
Triggering Monetization Event occurs prior to the Final Payment Date, the Final Payment Date, if, at the time of the consummation of
such sale, the Adjusted EBITDA for such Hotel Property for the Measurement Period exceeds the Adjusted EBITDA Threshold for such Hotel
Property.


 


“Related
Party” has the meaning ascribed to the term “related person” in Item 404(a) of Regulation S-K under
the Exchange Act.


 


“RSA”
has the meaning set forth in the Recitals.


 


“Section
2.4(g)(iii) 94% Amount” has the meaning set forth in Section 2.4(g)(iii).


 


“Section
2.4(g)(iv) 94% Amount” has the meaning set forth in Section 2.4(g)(iv).


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Shares”
means the shares of common stock, par value $0.01 per share, of the Company.


 


“Shareholder”
means, in connection with a Change-of-Control Monetization Event, any holder of Shares or equity interests of any applicable Subsidiary
of the Company receiving consideration in such Change-of-Control Monetization Event.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company or other organization, whether incorporated
or unincorporated, of which the securities or other ownership interests having more than 50% of the ordinary voting power in electing
the board of directors or other governing body are, at the time of such determination, owned by such Person or another Subsidiary of
such Person.


 


“Supporting
Stockholder” means Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC, a Delaware limited liability company,
together with its successors and permitted assigns.


 


“Supporting
Stockholder CVR Asset Pool Invested Amount” means $395,310,206.34, representing (i) the sum of (A) $379,746,396.50 (the
purchase price paid by the Supporting Stockholder to the OP to acquire Class C Units (as defined in the Pre-Petition LPA)) plus
(B) $16,289,594.88, which represents the Liquidation Preference (as defined in the Pre-Petition LPA) of the Class C Units issued in respect
of the portions of the 12/31/20 PIK Distribution Amount (as defined in the Pre-Petition LPA) and the 3/31/21 PIK Distribution Amount
(as defined in the Pre-Petition LPA) that correspond to the cash distributions that would have been payable on December 31, 2020 and
March 31, 2021 if the Pre-Petition LPA had not been amended on December 24, 2020 and March 30, 2021 (but, for the avoidance of doubt,
not any other Class C Units issued as PIK Distributions (as defined in the Pre-Petition LPA)), plus (C) $4,643,317.70, representing
the accrued and unpaid Class C Cash Distribution Amount (as defined in the Pre-Petition LPA) from and after March 31, 2021 through and
including the Petition Date, multiplied by (ii) the Excluded Asset Adjustment Factor, which shall be subject to reduction from
time to time in accordance with Section 2.4(g). 





     11


     


    

“Tax”
means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances,
stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and
other taxes, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of
such penalties and additions, in each case, imposed by a Governmental Entity.


 


“Total
CVR Pool Amount” has the meaning set forth
in Section 2.4(a).


 


“Total
Distributable Amount” has the meaning set forth in Section 2.4(a).


 


“Transfer”
means any sale, assignment, transfer, disposition, mortgage, pledge, participation, donation, gift, bequest, grant, hypothecation, encumbrance
or any other similar transaction in any manner, direct or indirect, in whole or in part.


 


“Upstream
Intercompany Loan” means a loan made by, or any other indebtedness for money borrowed from, the CVR Holding Company or
its direct or indirect Subsidiaries to the Company or its direct or indirect Subsidiaries (other than to the CVR Holding Company or any
of its direct and indirect Subsidiaries).


 


“Value”
means, with respect to any asset or liability of the CVR Asset Pool or any other asset or liability required to be valued for purposes
of calculating the Total CVR Pool Amount or the Total Distributable Amount (provided that the value of a Hotel Property or the
CVR Asset Pool shall not include the outstanding principal amount of any Upstream Intercompany Loans), its fair market value. In the
case of Hotel Properties, the fair market value shall be determined by the Independent Valuer in accordance with Section 2.4(e)
and shall equal the purchase price of the Hotel Property if such Hotel Property were sold for cash for a purchase price equal to its
fair market value in an arm’s-length transaction under then current conditions for the sale of comparable properties allowing a
commercially reasonable marketing period to find a purchaser that is willing to pay a cash price with the benefit of customary due diligence
investigations, reduced by the transaction costs which would be payable by the Company in connection with the transaction, assuming (subject
to the immediately following sentence) (i) the mortgage loans secured by the Hotel Property were discharged, (ii) the transfer taxes,
customary broker fees and other customary costs of closing were paid by the party customarily responsible for such costs and (iii) all
other liabilities of the Company which relate to the Hotel Property being sold were discharged by the Company. The fair market value,
as determined by the Independent Valuer, shall be reduced by any mortgage indebtedness and other indebtedness and liabilities (whether
known, unknown, absolute, accrued, contingent or otherwise) relating to such Hotel Property not assumed or taken subject to, by the buyer,
to the extent not otherwise expressly taken into account as a reduction in fair market value in the appraisal. Without duplication, the
fair market value of all other assets and liabilities contained in the CVR Asset Pool that are not Hotel Properties shall be determined
based on the most recent quarterly balance sheet for the CVR Holding Company furnished by the Company pursuant to Section 4.3(a).
The fair market value of any non-cash consideration actually received in respect of any Holdback Amount
shall be determined by the Independent Investment Banker. The fair market value of any Holdback Amount that remains contingent as of
the Final Payment Date but is not yet payable pursuant to the terms of the applicable definitive agreement(s) shall be the Holdback Value
of such Holdback Amount; provided that the Holdback Value of such Holdback Amount shall be included in the calculation of the
aggregate Value of the CVR Asset Pool as of the Final Payment Date only if the Company elects to so include such Holdback Value in such
calculation pursuant to Section 2.4(d)(vi)(A) and such Holdback Value shall the be determined in accordance with Section 2.4(d)(vii). 





     12


     


    

“Voting
Securities” means, with respect to any Person, the Capital Stock of such Person, the holders of which are ordinarily, in
the absence of contingencies, entitled to vote for the election or appointment of directors (or Persons performing similar functions
(including a “manager” (as defined under the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section
18-101, et seq.)) of such Person.


 


Article
2

CONTINGENT VALUE RIGHTS


 


Section
2.1.            Issuance of Contingent Value Rights; Appointment of CVR Agent.


 


(a)            Pursuant
to the Plan, the Contingent Value Rights represent the contractual rights of Holders to receive contingent cash payments if and to the
extent payable pursuant to the terms of this Agreement. The initial persons entitled to be Holders shall be the holders of Shares as
of immediately prior to the Effective Date (including, without limitation, holders of restricted stock units that as of immediately prior
to the Effective Date will be terminated and paid in Shares in accordance with the Plan). Each Holder shall be entitled to one Contingent
Value Right for each Share owned as of immediately prior to the Effective Date pursuant to the Plan. Pursuant to the Plan and Confirmation
Order, each Holder is automatically deemed to have accepted the terms of this Agreement and is automatically deemed to be a party hereto
as if, and with the same effect as if, such Holder had delivered a duly executed counterpart signature page to this Agreement without
any further action by any party. For the avoidance of doubt, the Holders are deemed to hereby acknowledge that the Contingent Value Rights
are not “securities” within the meaning of the Securities Act, Exchange Act or any other applicable federal, state or foreign
securities laws.


 


(b)           
The Company hereby appoints the CVR Agent to act as agent for the Company with respect to the Contingent Value Rights in accordance with
the express terms and conditions set forth in this Agreement (and no implied terms and conditions), and the CVR Agent hereby accepts
such appointment.


 


(c)           
The maximum aggregate number of Contingent Value Rights that may be outstanding under this CVR Agreement is limited to [•] (the
 “Initial Contingent Value Rights”), which is the number of Contingent Value Rights that were issued pursuant
to the Plan and in accordance with Section 2.1(a) above and which Contingent Value Rights were outstanding as of the Effective
Date. The number of outstanding Contingent Value Rights at any given time may be less than the number of Initial Contingent Value Rights,
if reduced in accordance with Section 2.9 upon the abandonment of a Contingent Value Right. From and after the Effective Date,
the Company shall not be permitted to issue any additional Contingent Value Rights under this CVR Agreement. 





     13


     


    

Section
2.2.           Non-transferability. The Contingent Value Rights are non-transferable
and shall not be Transferred, other than a Permitted Transfer to a Permitted Transferee. No Holder may Transfer any economic interest
in a Contingent Value Right to any other Person. Any final determination regarding whether a proposed transferee is a Permitted Transferee
shall be made by the Company, in its discretion, pursuant to Section 2.3(c) below. Any purported Transfer of a Contingent Value
Right to anyone other than a Permitted Transferee shall be null and void ab initio.


 


Section
2.3.            No Certificate; Registration; Registration of Transfer; Change
of Address.


 


(a)           
The Contingent Value Rights shall not be evidenced by a certificate or other instrument.


 


(b)           
The CVR Agent shall keep a register (the “CVR Register”) for the registration of Contingent Value Rights in
a book-entry position for each Holder. The CVR Register shall set forth the name and address of each Holder and the number of Contingent
Value Rights held by such Holder. The CVR Register will be updated as necessary by the CVR Agent to reflect the addition or removal of
Holders (including pursuant to any Permitted Transfers or abandonment pursuant to Section 2.9 ), upon receipt of such information
by the CVR Agent. The Company or the Company’s Affiliates or representatives may receive and inspect a copy of the CVR Register,
from time to time, upon request made to the CVR Agent.


 


(c)            Subject
to the restrictions set forth in Section 2.2, every request made to Transfer a Contingent Value Right to a Permitted Transferee
must be made in writing to the Company and the CVR Agent and set forth in reasonable detail the circumstances related to the proposed
Transfer, and must be accompanied by a written instrument or instruments of transfer and any other requested information or documentation
in a form reasonably satisfactory to the Company and the CVR Agent, duly and validly executed by the registered Holder or Holders thereof
or by the duly appointed legal representative thereof or by a duly authorized attorney, with such signature to be guaranteed by a guarantor
institution that is a participant in a signature guarantee medallion program approved by the Securities Transfer Association. A request
for a Transfer of a Contingent Value Right shall be accompanied by documentation establishing the Transfer is to a Permitted Transferee
and any other information as may be reasonably requested by the Company or the CVR Agent (including opinions of counsel, if requested
by the Company or the CVR Agent). Upon receipt of such a written Transfer request, the Company shall, subject to its reasonable determination
that the Transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein, instruct
the CVR Agent in writing to register the Transfer of the Contingent Value Rights in the CVR Register. All duly Transferred Contingent
Value Rights registered in the CVR Register shall be the valid obligations of the Company, evidencing the same rights and entitling the
transferee to the same benefits and rights under this Agreement as those held immediately prior to the Transfer by the transferor. No
Transfer of a Contingent Value Right shall be valid until registered in the CVR Register, and any Transfer not duly registered in the
CVR Register will be void ab initio (unless the Transfer was permissible hereunder and such failure to be duly registered is attributable
to the fault of the CVR Agent to be established by clear and convincing evidence). Any Transfer of the Contingent Value Rights shall
be without charge to the Holder; provided that the Company and the CVR Agent may require (i) payment of a sum sufficient to cover
any Tax or charge that is imposed in connection with such Transfer, or (ii) that the transferor establish to the reasonable satisfaction
of the CVR Agent that such Taxes have been paid. The CVR Agent shall have no obligation to pay any such Taxes or charges and the CVR
Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of
such Taxes or charges unless and until the CVR Agent is satisfied that all such Taxes or charges have been paid. Additionally, the fees
and costs related to any legal opinion requested under this Section 2.3(c) shall be the responsibility of the Holder. Any attempted
Transfer of a Contingent Value Right, in whole or in part, that is not permitted by this Section 2.3(c), including any attempted
Transfer that is made to any party other than a Permitted Transferee or otherwise not effected in accordance with the terms set forth
herein, will be void and of no effect. 





     14


     


    

(d)           A
Holder may make a written request to the CVR Agent to change such Holder’s address of record in the CVR Register. The written request
must be duly and validly executed by the Holder. Upon receipt of such written notice, the CVR Agent shall promptly record the change
of address in the CVR Register.


 


Section
2.4.            Determination of Total Distributable Amount.


 


(a)           The
amount distributable to Holders pursuant to Section 2.4(g) in respect of a Distribution Triggering Monetization Event (if any),
the Final Payment Date Distribution (if any) or a Holdback Payment Distribution (if any) is the “Total Distributable Amount”
with respect to such Distribution Triggering Monetization Event, Final Payment Date Distribution or Holdback Payment Distribution. The
Total Distributable Amount shall be calculated by applying the distribution allocations to the Holders described in Section 2.4(g)
to the aggregate Net Proceeds from CVR Asset Pool, the aggregate Value of the CVR Asset Pool and any Holdback Amount, to the extent
applicable in accordance with Section 2.4(b) (such amount being hereinafter referred to as the “Total CVR Pool Amount”).


 


(b)           Subject
to Section 2.4(d) below, the “Total CVR Pool Amount” shall equal:


 


(i)          in
connection with a Distribution Triggering Monetization Event (if any), (A) the Net Proceeds from CVR Asset Pool (determined in accordance
with Section 2.4(c)) for such Distribution Triggering Monetization Event less (B) the CVR Distribution Expenses incurred
in connection with such Distribution Triggering Monetization Event less (C) the then-outstanding aggregate amount of Post-Effective
Date Contributions (if any);


 


(ii)         in
connection with the Final Payment Date Distribution (if any), the sum of (A) (1) if a Distribution Triggering Monetization Event has
occurred prior to the Final Payment Date, (x) the Net Proceeds from CVR Asset Pool from any Monetization Event for which a payment has
not yet been made pursuant to Section 2.5(c) and (y) any portion of a Holdback Amount in respect of which the Company has actually
received cash prior to the Final Payment Date, or (2) if a Distribution Triggering Monetization Event has not occurred prior to the Final
Payment Date, (x) the Net Proceeds from Hotel Sale for any Qualifying CVR Asset Pool Sale completed prior to the Final Payment Date (reduced
by any portion of such Net Proceeds from Hotel Sale that was distributed out of CVR Holding Company in cash and is therefore an Additional
Adjustment Amount) and (y) any portion of a Holdback Amount in respect of which the Company has actually received cash prior to the Final
Payment Date, in each case to the extent not previously paid or applied pursuant to Section 2.4(g), plus (B) the Value
of the CVR Asset Pool not sold or transferred prior to the Final Payment Date, less (C) the CVR Distribution Expenses incurred
in connection with the Final Payment Date Distribution and less (D) the then-outstanding aggregate amount of Post-Effective Date
Contributions (if any); and 





     15


     


    

(iii)        in
connection with a Holdback Payment Distribution (if any), (A) any Holdback Amount in respect of which the Company has actually received
cash plus (B) the Value of any Holdback Amount in respect of which the Company has actually received non-cash consideration, in
each case, to the extent not previously taken into account in the calculation of a Total CVR Pool Amount less (C) the CVR Distribution
Expenses incurred in connection with the Holdback Payment Date Distribution.


 


For
the avoidance of doubt, no proceeds from the sale of any Hotel Property prior to a Distribution Triggering Monetization Event or, if
no Distribution Triggering Monetization Event has occurred prior to the Final Payment Date, the Final Payment Date that is not a Qualifying
CVR Asset Pool Sale shall be included in the calculation of the Total CVR Pool Amount.


 


(c)            Subject
to Section 2.4(d) below, “Net Proceeds from CVR Asset Pool” shall be determined and calculated in accordance
with this Section 2.4(c) to be equal to:


 


(i)          (A)
in the case of a Monetization Event that is structured as a sale of All or Substantially All of the Assets of the CVR Asset Pool as described
in clause (ii) of the definition of Monetization Event or the sale of a Hotel Property as described in clause (iii) of
the definition of Monetization Event, the amount of any cash or non-cash consideration payable to the Company (with the Value of any
non-cash consideration determined by the Independent Investment Banker) less (1) the mortgage indebtedness and other indebtedness
and liabilities (whether known, unknown, absolute, accrued, contingent or otherwise) not assumed by the buyer or to which the buyer does
not acquire the assets subject to, and (2) reasonable, documented, out-of-pocket costs and expenses of the Company in connection with
such Monetization Event, or (B) in the case of a Change-of-Control Monetization Event, (1) the amount of the consideration paid to the
Shareholders (with the Value of any non-cash consideration determined by the Independent Investment Banker) less (2) the reasonable,
documented, out-of-pocket costs and expenses of the Shareholders in connection with such Monetization Event, plus


 


(ii)         in
the case of the first occurrence of a Distribution Triggering Monetization Event, the Net Proceeds from Hotel Sale for any Hotel Property
that was sold prior to such Distribution Triggering Monetization Event pursuant to a Qualifying CVR Asset Pool Sale. 





     16


     


    

(d)            Notwithstanding
anything to the contrary contained in Section 2.4(b) or Section 2.4(c):


 


(i)          the
Holders shall not be entitled to receive any payment pursuant to this Agreement if the aggregate Adjusted EBITDA of the Hotel Properties
in the CVR Asset Pool at the time of any Distribution Triggering Monetization Event or, if no Distribution Triggering Monetization Event
has occurred prior thereto, the Final Payment Date, as applicable, does not exceed the aggregate Adjusted EBITDA Threshold for such Hotel
Properties;


 


(ii)         in
the case of a Change-of-Control Monetization Event structured such that cash or non-cash consideration is payable to the Shareholders
and less than all of the Capital Stock in the Company or its applicable Subsidiary(ies) is sold pursuant to such Change-of-Control Monetization
Event, for the purposes of determining the Net Proceeds from CVR Asset Pool determined pursuant to Section 2.4(c)(i), the balance
of the Capital Stock not sold in such Change-of-Control Monetization Event shall be deemed to have been sold to the same purchaser(s),
in the same transaction and for the same amount and type of consideration per share as the shares of Capital Stock actually sold pursuant
to such Change-of-Control Monetization Event, such that all of the Capital Stock in the Company or its applicable Subsidiary(ies) shall
be deemed to have been sold pursuant to such Change-of Control Monetization Event and any amount payable on the CVR Payment Date with
respect to such Change-of-Control Monetization Event shall be the only payment Holders will, if such a Change-of-Control Monetization
Event occurs, be entitled to receive under this Agreement other than any additional amount that may become payable to the Holders (A)
as part of the Final Payment Date Distribution with respect to any portion of a Holdback Amount actually received prior to the Final
Payment Date and, at the election of the Company pursuant to Section 2.4(d)(vi), the Holdback Value with respect to any portion
of a Holdback Amount not actually received in cash prior to the Final Distribution Date or (B) as part of a Holdback Payment Distribution;


 


(iii)        for
the purposes of determining the applicable amount determined pursuant to Section 2.4(c)(i) or the Net Proceeds from Hotel Sale
for any Hotel Property, consideration shall not include any amount of such consideration payable (any such amount, a “Holdback
Amount”) pursuant to the applicable transaction that is subject to escrow or similar arrangements pursuant to the terms
of the definitive documentation governing such transaction as in effect upon the occurrence thereof (any such arrangement, a “Holdback”),
including (A) any such consideration that may be paid pursuant to earn-outs, holdbacks, milestones or other contingent arrangements (whether
or not related to future earnings or operations), (B) any such consideration placed in escrow or otherwise held back to support indemnification
obligations, specified liabilities (including taxes), purchase price adjustments, known or contingent claims (including making provision
for such claims as required by applicable law in connection with a dissolution), or other obligations, and (C) any such consideration
that is set aside in a separate account for use by the Company or an agent or representative of the Holders in connection with such transaction
whose duties include, among other things, managing, addressing, monitoring or otherwise dealing with post-closing matters relating to
such transaction to manage, address, monitor or otherwise deal with post-closing matters relating to such transaction; provided
that any such Holdback Amount (or a portion thereof) shall be deemed to be included in Net Proceeds from CVR Asset Pool or Net Proceeds
from Hotel Sale when released from such escrow or other arrangement and paid to the Company or the Shareholders, as applicable, and any
additional amount that would have been payable to the Holders on any CVR Payment Date pursuant to Section 2.5(c) with respect
to the Holdback Amount (or a portion thereof) so released and paid prior to the Final Payment Date shall instead be payable to the Holders
as part of the Final Payment Date Distribution pursuant to Section 2.5(d); 





     17


     


    

(iv)        in
no event shall Net Proceeds from CVR Asset Pool or Net Proceeds from Hotel Sale include (A) any consideration received by the Company
or the holders of Capital Stock that is not directly attributable to the acquisition of Capital Stock or any assets of the Company, including
payments made by the counterparty to a Monetization Event or other applicable transaction in respect of agreements not to compete, employment
or consulting arrangements, transition services or other similar arrangements, (B) any portion of the consideration in a Monetization
Event or other applicable transaction that is not paid to the Company or the holders of Capital Stock, as applicable, including any portion
of the consideration that is used to pay indebtedness (including principal, interest, break fees, management fees and any other fees
and expenses), fees and expenses, change of control payments (including transfer and consent fees and severance or other termination
payments), bonuses, brokers’ commissions or similar fees, or other liabilities of the Company (other than liabilities that have
been expressly excluded from the calculation of Net Proceeds from CVR Asset Pool or Net Proceeds from Hotel Sale in accordance with the
terms of this Agreement) or (C) any debt (including capital leases), operating leases, accounts payable or other liabilities of the Company
assumed, acquired, refinanced or replaced by a counterparty to a Monetization Event or other applicable transaction;


 


(v)         if
the assets subject to a Monetization Event include assets that are not included in the CVR Asset Pool for any reason (including if such
assets are Excluded Assets or were acquired by the Company subsequent to the Effective Date), the applicable amount determined
pursuant to Section 2.4(c)(i) shall be determined by an Independent Investment Banker, which amount
shall represent a proportionate adjustment based on the ratio of the Value of the assets subject to the Monetization Event that are included
in the CVR Asset Pool as compared to the Value of the assets subject to the Monetization Event that are not included in the CVR Asset
Pool, as adjusted to the extent necessary to reflect a similarly proportionate share, to the extent applicable, of associated indebtedness
and other liabilities and costs and expenses; 


 


(vi)        if
any portion of a Holdback Amount remains contingent as of the Final Payment Date, then, at the Company’s election (acting in its
sole discretion), either (A) the Holdback Value of such portion of such Holdback Amount shall be included in the Company’s calculation
of the Value of the CVR Asset Pool not sold or transferred prior to the Final Payment Date calculated in accordance with Section 2.4(b)(ii)
in respect of the Final Payment Date Distribution or (B) Holders shall have the right to be paid a distribution (any such distribution
described in this clause (B), a “Holdback Payment Distribution”) if and when the Company actually receives
consideration in respect of such portion of such Holdback Amount. 





     18


     


    

(vii)       the
Value of any portion of a Holdback Amount that remains contingent as of the Final Payment Date and the Company elects to take into account
in the calculation of the Final Payment Date Distribution pursuant to Section 2.4(d)(vi)(A) (the “Holdback Value”)
shall be determined in accordance with the value at which it is reflected on the Company’s balance sheet for the quarter ended
immediately preceding the Final Payment Date in accordance with GAAP or, if such Holdback Amount is not reflected on the Company’s
balance sheet for the quarter ended immediately preceding the Final Payment Date in accordance with GAAP, the Value of such Holdback
Amount shall be an amount equal to the value at which such Holdback Amount would have been reflected on the Company’s balance sheet
as of such quarter-end if it had been required to be so reflected in accordance with GAAP as such value
is determined in good faith by the Board of Directors;


 


(viii)      for
the avoidance of doubt, following the payment by the Company of a Final Payment Date Distribution that takes into account the Holdback
Value of any portion of a Holdback Amount pursuant to Section 2.4(d)(vi)(A), no further amount in respect of such portion of such
Holdback Amount shall be payable or distributable pursuant to this Agreement and there shall be no Holdback Payment Distribution with
respect to such portion of such Holdback Amount; and


 


(ix)         in
no event shall the Net Proceeds from CVR Asset Pool, Net Proceeds from Hotel Sale or Value include any amount attributable to the outstanding
principal amount of any Upstream Intercompany Loans.


 


(e)            If,
prior to the sixtieth (60th) day prior to the Final Payment Date, (i) there has not been a Distribution Triggering Monetization
Event or (ii) (A) there has been a Distribution Triggering Monetization Event, (B) there has not been a Change-of-Control Monetization
Event and (C) not all of the assets of the CVR Asset Pool have been sold, then the Board of Directors shall, on or prior to such day,
appoint an Independent Valuer to determine the Value of the CVR Asset Pool as of the Final Payment Date. The Company shall provide the
Independent Valuer with any applicable financial statements and other supporting documentation relating to the applicable Hotel Properties
that the Independent Valuer shall reasonably request. The Independent Valuer shall be instructed to make the determination of the Value
of the Hotel Properties and submit a report meeting the requirements for an MAI appraisal not later than the twenty-sixth (26th)
Business Day prior to the Final Payment Date. The Company shall pay all fees and disbursements due to the Independent Valuer, which fees
and disbursements shall constitute CVR Distribution Expenses under this Agreement and shall be deducted from the Net Proceeds from CVR
Asset Pool in the calculation of the Total CVR Pool Amount described above in Section 2.4(b). Any decision rendered by the Independent
Valuer with respect to the Value of any Hotel Property shall be final, conclusive and binding upon the Company and each Holder (absent
manifest error) for purposes of this Agreement. 





     19


     


    

(f)                
  


 


(i)          If
either there has been a Distribution Triggering Monetization Event in which any consideration has been excluded from the calculation
of the Net Proceeds from the CVR Asset Pool for such Distribution Triggering Monetization Event as a result of a Holdback, then the Net
Proceeds from CVR Asset Pool shall be re-calculated as of the Final Payment Date to include any portion of the Holdback that has been
actually received by the Company or the Shareholders prior to the Final Payment Date, as applicable. For the avoidance of doubt, following
the CVR Payment Date in respect of a Change-of-Control Monetization Event, there shall be no additional amount payable to Holders under
this Agreement other than, if applicable, the payment of any amount in respect of any proceeds from a Holdback actually received by the
Company or the Shareholders following such CVR Payment Date and prior to the Final Payment Date and the Holdback Value.


 


(ii)         In
connection with any Holdback Payment Distribution in which all or a portion of the Holdback Amount actually received is in non-cash consideration,
then the Board of Directors shall appoint an Independent Investment Banker to determine the Value of such non-cash consideration promptly
following its actual receipt thereof. The Company shall provide the Independent Investment Banker with any applicable supporting documentation
relating to the applicable non-cash consideration that the Independent Investment Banker shall reasonably request. The Independent Investment
Banker shall be instructed to make the determination of the Holdback Value with respect to such non-cash consideration not later than
the tenth (10th) Business Day following such appointment. The Company shall pay all fees and disbursements due to the Independent
Investment Banker, which fees and disbursements shall constitute CVR Distribution Expenses under this Agreement and shall be deducted
from the Net Proceeds from CVR Asset Pool in the calculation of the Total CVR Pool Amount described above in Section 2.4(b) with
respect to such Holdback Payment Distribution. Any decision rendered by the Independent Investment Banker with respect to the Value of
such non-cash consideration shall be final, conclusive and binding upon the Company and each Holder (absent manifest error) for purposes
of this Agreement.


 


(g)            Subject
in all respects to Section 2.4(h), the Total Distributable Amount that shall be distributable to the Holders in connection with
a Distribution Triggering Monetization Event, the Final Payment Date Distribution or any Holdback Payment Distribution shall be calculated
as follows (with each Holder entitled to receive its Pro Rata Payment Amount of the amounts set forth in this Section 2.4(g) that
are distributable to the Holders):


 


(i)          first,
the Total CVR Pool Amount with respect to such Distribution Triggering Monetization Event, Final Payment Date Distribution or Holdback
Payment Distribution, as applicable, plus the Additional Adjustment Amount as of the calculation date (the sum of such
amounts, the “Adjusted Total CVR Pool Amount”) shall be applied to reduce the DIP Financing Invested Capital
Amount (as previously reduced from prior applications in accordance with this Section 2.4(g)(i) and Section 2.4(i)) until
the DIP Financing Invested Capital Amount has been reduced to zero; 





     20


     


    

(ii)         second,
if the amount equal to (A) the Adjusted Total CVR Pool Amount with respect to such Distribution Triggering Monetization Event, Final
Payment Date Distribution or Holdback Payment Distribution, as applicable, less (B) the amount applied to reduce the DIP
Financing Invested Capital Amount pursuant to Section 2.4(g)(i) in connection with such Distribution Triggering Monetization Event,
Final Payment Date Distribution or Holdback Payment Distribution, as applicable, is greater than zero, the remainder of such Adjusted
Total CVR Pool Amount shall be applied to reduce the Supporting Stockholder CVR Asset Pool Invested Amount (as previously reduced from
prior applications in accordance with this Section 2.4(g)(ii) and Section 2.4(i)) until the Supporting Stockholder CVR
Asset Pool Invested Amount has been reduced to zero;


 


(iii)        third,
if the amount equal to (A) the Adjusted Total CVR Pool Amount less (B) the amounts applied to reduce the DIP Financing
Invested Capital Amount and the Supporting Stockholder CVR Asset Pool Invested Amount pursuant to Sections 2.4(g)(i) and 2.4(g)(ii)
is greater than zero, 6.0% of the remainder of such Adjusted Total CVR Pool Amount shall be distributable to the Holders until 94.0%
of such remainder as of the calculation date (the “Section 2.4(g)(iii) 94% Amount”) plus the
aggregate amount of any Section 2.4(g)(iii) 94% Amounts calculated from prior applications of this Section 2.4(g)(iii) equals
a return of 15.0% per annum accrued starting on the day following the Effective Date and thereafter on the basis of twelve (12) thirty
(30)-day months and a three hundred sixty (360)-day year, compounding quarterly, on the DIP Financing Invested Capital Amount balance
from time to time;


 


(iv)        fourth,
if the amount equal to (A) the Adjusted Total CVR Pool Amount less (B) (x) the amounts applied to reduce the DIP Financing
Invested Capital Amount and the Supporting Stockholder CVR Asset Pool Invested Amount pursuant to Sections 2.4(g)(i) and 2.4(g)(ii)
and (y) the amounts distributable to the Holders under Section 2.4(g)(iii) is greater than zero, 6.0% of the remainder of
such Adjusted Total CVR Pool Amount shall be distributable to the Holders until 94.0% of such remainder as of the calculation date (the
 “Section 2.4(g)(iv) 94% Amount”) plus the aggregate amount of any Section 2.4(g)(iv) 94% Amounts
calculated from prior applications of this Section 2.4(g)(iv) equals a return of 12.5% per annum accrued starting on the day following
the Petition Date and thereafter on the basis of twelve (12) thirty (30)-day months and a three hundred sixty (360)-day year, compounding
quarterly, on the Supporting Stockholder CVR Asset Pool Invested Amount balance from time to time; and


 


(v)         fifth,
if the amount equal to (A) the Adjusted Total CVR Pool Amount less (B)(x) the amounts applied to reduce the DIP Financing
Invested Capital Amount and the Supporting Stockholder CVR Asset Pool Invested Amount pursuant to Sections 2.4(g)(i) and
2.4(g)(ii) and (y) the amounts distributable to the Holders under Sections 2.4(g)(iii) and 2.4(g)(iv) is greater
than zero, 25.0% of the remainder of such Adjusted Total CVR Pool Amount shall be distributable to the Holders. 





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(h)           Notwithstanding
anything to the contrary contained in this Agreement, the total amount distributable to a Holder under this Agreement may not
exceed $6.00 per Contingent Value Right held by such Holder.


 


(i)            For
the avoidance of doubt, (i) any distribution, payment or loan that is an Additional Adjustment Amount shall be deemed to have reduced,
as applicable, the balance of the DIP Financing Invested Capital Amount or the Supporting Stockholder CVR Asset Pool Invested Amount,
as applicable, on the funding date of such distribution, payment or loan, (ii) any reduction in the DIP Financing Invested Capital Amount
or the Supporting Stockholder CVR Asset Pool Invested Amount in connection with a Monetization Event shall
be deemed to have occurred on the date of the Monetization Event and (iii) no amount shall be distributable with respect to the sale
of a Hotel Property as described in clause (iii) of the definition of Monetization Event prior to the Final Payment Date Distribution,
but the Net Proceeds from CVR Asset Pool from any such Monetization Event shall be taken into account in determining the Total Distributable
Amount in respect of the Final Payment Date Distribution in accordance with Section 2.4(b)(ii)(A)(1).


 


(j)            For
illustrative purposes only, an example of a calculation of the Total Distributable Amount in accordance with Section 2.4(g) is
set forth on Schedule III attached hereto together with a spreadsheet supporting such calculation.


 


(k)           For
the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement; (i) no Holder shall be entitled to any
distribution in excess of its Pro Rata Payment Amount; (ii) the amount by which (A) the amount that would otherwise be distributable
to the Holders pursuant to Section 2.4(g) exceeds (B) the aggregate of all of the Pro Rata Payment Amounts with respect to the
applicable Distribution Triggering Monetization Event, Final Payment Date Distribution or Holdback Payment Distribution shall, in each
case, be for the Company’s account, with such excess amount to be used in the Company’s sole discretion and without limitation
or further obligation to any Holder or otherwise under this Agreement (including any obligation to take such excess into account in the
calculation of any Total Distributable Amount with respect to a future Distribution Triggering Monetization Event, Final Payment Date
Distribution or Holdback Payment Distribution); and (iii) the amount required to be deposited with the CVR Agent pursuant to Section
2.5 with respect to the Total Distributable Amount shall be the aggregate of the Pro Rata Payment Amounts that are actually distributable
to the Holders.



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Section
2.5.            Payment Procedures.


 


(a)            If
a Distribution Triggering Monetization Event occurs, then no later than the later of (i) the date upon which the financial information
with respect to the CVR Asset Pool for the calendar quarter immediately preceding the calendar quarter in which such Distribution Triggering
Monetization Event occurs is required to be provided to the CVR Agent pursuant to Section 4.3(a) and (ii) the date that is thirty
(30) days following such Distribution Triggering Monetization Event, the Company shall deliver to the CVR Agent and the CVR Agent shall,
pursuant to the confidential, password-protected website that shall be established and administered by the CVR Agent pursuant to Section
4.3(b) make available a certificate with the calculation of Adjusted EBITDA for the Measurement Period for all Hotel Properties in
the CVR Asset Pool individually and in the aggregate, and individually for any Hotel Property that was sold prior to such Distribution
Triggering Monetization Event in a sale that qualified or did not qualify as a Qualifying CVR Asset Pool Sale, the corresponding Adjusted
EBITDA Threshold for each such Hotel Property, and the Company’s calculation of the Net Proceeds from CVR Asset Pool, the Total
CVR Pool Amount (if different from the Net Proceeds from CVR Asset Pool) and the Total Distributable Amount with respect to such Distribution
Triggering Monetization Event (the “Calculation Certificate”), which such Calculation Certificate and the information
contained therein shall be deemed to be Confidential Information pursuant to this Agreement and subject to the terms and provisions of
Section 4.3(b) hereof. The Company shall Make Available notice of the fact that such Calculation Certificate has been made available
on such confidential website. If such Distribution Triggering Monetization Event is the consummation of the direct or indirect sale of
All or Substantially All of the Assets and not all of the assets included in the CVR Asset Pool have been sold or the consideration payable
in such Distribution Triggering Monetization Event could result in all or any portion of a Holdback Amount becoming payable in accordance
with Section 2.4(d)(iii), the Calculation Certificate shall also so indicate and state that the Holders may be entitled to receive
an additional cash payment with respect to the remaining assets in the CVR Asset Pool that were not sold in such Distribution Triggering
Monetization Event or the Holdback Amount. If an Independent Valuer is appointed pursuant to Section 2.4(e), then on or prior
to the twenty-fifth (25th) Business Day prior to the Final Payment Date, the Company will deliver a Calculation Certificate
(which Calculation Certificate shall also include the Value calculated in accordance with Section 2.4(b)(ii)(B) and information
regarding any elections made by the Company pursuant to Section 2.4(d)(vi)) to the CVR Agent and make available such Calculation
Certificate in accordance with the first sentence of this Section 2.5(a). 



 


(b)           Subject
to Section 2.5(d), during the twenty (20) Business Day period after the Calculation Certificate is made available to Holders in
accordance with Section 2.5(a) (the “Objection Period”), the Majority of Holders may send a notice duly
and validly executed by such Holders (the “Notice of Objection”) to the CVR Agent and the Company detailing
their objection to any calculation of a Total Distributable Amount hereunder as set forth in the Calculation Certificate by providing
a reasonable, good faith basis for their objection; provided however such objection may not relate to any item determined
by the Independent Valuer or Independent Investment Banker. Following the receipt of a Notice of Objection, the Company shall permit,
and shall cause its Subsidiaries to permit, the Independent Accountant to have access to the records of the Company or its Subsidiaries
as may be reasonably necessary to investigate the basis for the Notice of Objection. Any dispute arising from a Notice of Objection will
be resolved by the Independent Accountant in accordance with the procedure set forth in Section 2.6, which decision will be final,
conclusive and binding on the parties hereto and every Holder (absent manifest error). If a Notice of Objection has not been delivered
to the Company within the Objection Period, then the Company’s calculations in the Calculation Certificate will be final, conclusive
and binding on the parties hereto and every Holder for all purposes of this Agreement.


 


(c)           If,
following the delivery of a Calculation Certificate and the Objection Period or, if applicable, completion of the procedure set forth
in Section 2.6(a) with respect to a Distribution Triggering Monetization Event or the Final Payment Date Distribution (with respect
to which an Independent Valuer has been appointed pursuant to Section 2.4(e)) for which a Notice of Objection has been duly and
validly executed by the Majority of Holders and timely delivered to the CVR Agent, there is a Total Distributable Amount distributable
to the Holders with respect to such Distribution Triggering Monetization Event or Final Payment Date Distribution, the Company will deposit
with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Distribution Triggering Monetization
Event or Final Payment Date. On the date (a “CVR Payment Date”) that is not more than five (5) Business Days
after receipt of such Total Distributable Amount (and which shall, if with respect to a distribution with respect to the Final Payment
Date, be the Final Payment Date), the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment
Amount with respect to such Total Distributable Amount by check mailed to the address of each such respective Holder as reflected in
the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions
meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. 





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(d)           If
a Final Payment Date Distribution is payable to the Holders on the Final Payment Date pursuant to Section 2.4(g) and no Independent
Valuer has been appointed pursuant to Section 2.4(e), the Company will, on the fifth (5th) Business Day prior to the
Final Payment Date, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount to be distributed on the Final
Payment Date. Holders shall have no right to object to the calculation of this amount pursuant to Section 2.5(b) or otherwise.
On the Final Payment Date, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount
with respect to such Total Distributable Amount either by check mailed to the address of each such respective Holder as reflected in
the CVR Register, or, if agreed to by the Company, with respect to any Holder who has provided the CVR Agent with wire transfer instructions
meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account.


 


(e)           If
a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and all of the consideration
received in respect of the applicable Holdback Amount was cash, the Company will, within ten (10) Business Days after receipt of the
cash consideration in respect of the applicable Holdback Amount, deposit with the CVR Agent cash in an amount equal to the Total Distributable
Amount with respect to such Holdback Payment Distribution. If a Holdback Payment Distribution is payable to the Holders at any time pursuant
to Section 2.4(d)(vi)(B) and some or all of the consideration received in respect of the applicable Holdback Amount was non-cash
consideration, the Company will, within ten (10) Business Days after the final determination by the Independent Investment Banker of
the Value of such non-cash consideration portion of the Holdback Amount in accordance with Section 2.4(f)(ii), deposit with the
CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. In the case of
either of the preceding two sentences of this Section 2.5(e), on the date (a “Holdback Payment Distribution Payment
Date”) that is not more than five (5) Business Days after receipt of such Total Distributable Amount, the CVR Agent will
then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount
in respect of such Holdback Payment Distribution by check mailed to the address of each such respective Holder as reflected in the CVR
Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting
the CVR Agent’s requirements, by wire transfer of immediately available funds to such account.




     24


     


    



(f)            The
Company and the CVR Agent will be entitled to deduct and withhold, or cause to be deducted or withheld, from the Total Distributable
Amount or any other amount payable to the Holders pursuant to this Agreement, such amount as the Company or the CVR Agent is required
to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax law.
The Holders will deliver to the Company and/or the CVR Agent, as applicable, at the time or times reasonably requested by the Company
and/or the CVR Agent, as applicable, such properly completed and executed documentation reasonably requested by the Company and/or the
CVR Agent, as applicable, as will permit the Company and/or the CVR Agent to determine the appropriate amount of withholding. To the
extent that amounts are so withheld are paid over to or deposited with the relevant Governmental Entity, withheld amounts will be treated
for all purposes of this Agreement as having been paid to a Holder in respect of which such deduction and withholding was made. 


 



(g)           The
CVR Agent shall have no duty or obligation to calculate, verify or confirm the accuracy, validity or sufficiency of any Total Distributable
Amount or any other amount under this Agreement.


 


(h)           The
Company’s and CVR Agent’s obligation to pay any Total Distributable Amount shall be conditioned on no court or other Governmental
Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any judgment, injunction or order (whether
temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty upon the
payment of any Total Distributable Amount and the payments being otherwise lawful.


 


(i)            If
the Company requests in writing to the CVR Agent, any funds comprising the cash deposited with the CVR Agent under Section 2.5(c),
Section 2.5(d) or Section 2.5(e) that remain undistributed to the Holders twelve (12) months after a CVR Payment Date,
the Final Payment Date or a Holdback Payment Distribution Payment Date, as applicable, shall be delivered to the Company by the CVR Agent
and any Holders who have not theretofore received payment in respect of such Contingent Value Rights shall thereafter look only to the
Company for payment of such amounts, subject to any applicable escheatment laws in effect from time to time. Upon delivery of such funds
to the Company, the escheatment obligations of the CVR Agent with respect to such funds shall terminate. Notwithstanding any other provisions
of this Agreement, any portion of the funds provided by or on behalf of the Company to the CVR Agent that remains unclaimed one hundred
and eighty (180) days after termination of this Agreement in accordance with Section 7.7 (or such earlier date immediately prior
to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) shall, to the extent permitted
by law, become the property of the Company, free and clear of any claims or interest of any person previously entitled thereto, subject
to any applicable escheatment laws in effect from time to time.


 


(j)            All
funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services
hereunder shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare
in its name as agent for the Company, and such funds shall be free of any claims by the Company other than reversionary rights and as
set forth in Section 2.5(i), and separate from any potential bankruptcy estate of the Company. Computershare shall have no responsibility
or liability for any diminution of the funds that may result from any deposit made by Computershare in accordance with this paragraph,
including any losses resulting from a default by any bank, financial institution or other third party, except as a result of Computershare’s
willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent
jurisdiction). Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare
shall not be obligated to pay such interest, dividends or earnings to the Company, any Holder or any other party. Notwithstanding anything
to the contrary herein, Company shall be responsible for providing Computershare with sufficient funds to satisfy its payment obligations
to the Holders. 





     25


     


    

Section
2.6.            Review of the Independent Accountant.


 


(a)            Any
dispute arising from the delivery of a Notice of Objection pursuant to Section 2.5(b) will be settled by the Independent Accountant,
who will act as an expert, and not as an arbitrator. The Company will engage the Independent Accountant and will reasonably cooperate
with the Independent Accountant, including providing the Independent Accountant reasonable access during normal business hours and on
reasonable advance notice to relevant personnel, properties, and books and records of the Company. The Independent Accountant will limit
its review and determination to the items set forth in the Notice of Objection and to no other matters, and will deliver a written report
containing its calculations of each such disputed item. The final determination of the Independent Accountant will be made in strict
accordance with the terms of this Agreement. The Independent Accountant will render its written report resolving such items in dispute
as soon as possible after completion of written submissions to the Independent Accountant. The Independent Accountant will determine
the items in dispute solely based on the Notice of Objection and the written submissions made by the Company and not by independent review
and the Independent Accountant will not be permitted to question any judgment or assumption made by the Company in determining the Total
Distributable Amount in any case where a judgment or assumption is required in the calculation of the Total Distributable Amount. The
costs and expenses billed by the Independent Accountant in connection with the performance of its duties described herein shall be allocated,
on the one hand, to the Company (and shall not reduce the Total CVR Pool Amount) and, on the other hand, to the Holders (and shall be
treated as CVR Distribution Expenses, and shall reduce the Total CVR Pool Amount), in each case, on a pro rata basis based upon the degree
to which the Independent Accountant has accepted the respective positions of the Company, on the one hand, and the Holders (as set forth
in the Notice of Objection), on the other hand, and such allocation shall be determined by the Independent Accountant and set forth in
its final report. The Company and each Holder will be responsible for its own attorney fees, expenses and costs. The decision of the
Independent Accountant will be final, conclusive and binding (absent manifest error) on the parties hereto and each of the Holders.


 


(b)            The
sole and exclusive remedy or recourse for any Holder under this Agreement relating to the Calculation Certificate delivered by the Company
and the determination as to whether a distribution is required to be made under this Agreement shall be to, subject to Section 2.5(d),
submit a Notice of Objection and trigger the review by the Independent Accountant pursuant to this Section 2.6.


 


Section
2.7.           Maturity Date Extension. If the Board of Directors, in its
sole discretion, determines that the Company shall exercise its right to extend the Maturity Date pursuant to this Section 2.7,
the Company shall exercise such right by delivering a written notice to the CVR Agent no later than ten (10) days prior to the Initial
Maturity Date stating that the Board of Directors has determined to extend the Maturity Date to the Extended Maturity Date. The Company
shall Make Available such notice to the Holders; provided that any failure so to notify the Holders shall not affect the validity
of such extension (it being understood that any failure so to notify the Holders shall not excuse the CVR Agent from its obligations
under this Section 2.7). 





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Section
2.8.            No Voting, Dividends or Interest; No Equity or Ownership Interest
in the Company; No Fiduciary Duties.


 


(a)           
The Contingent Value Rights shall not have any voting or dividend rights, and interest shall not accrue on any amounts payable regarding
any Contingent Value Rights to any Holder.


 


(b)            The
Contingent Value Rights shall not represent any equity, stock or other ownership interest in the Company, any Subsidiary or any Affiliate
of the Company or any other Person.


 


(c)            Neither
the Company, nor any of its Subsidiaries (including the CVR Holding Company), nor any of their respective officers or directors owe fiduciary
duties of any kind to the Holders.


 


Section
2.9.            Ability to Abandon the Contingent Value Right. The Holder
of a Contingent Value Right may at any time, at such Holder’s option, abandon all of such Holder’s remaining rights in a
Contingent Value Right by delivering to the CVR Agent a notice of abandonment relinquishing such Contingent Value Right to the Company
without consideration therefor, in which case such Contingent Value Right shall be deemed canceled and no longer outstanding, and the
CVR Agent shall amend the CVR Register accordingly and notify the Company in writing.


 


Article
3

THE CVR AGENT


 


Section
3.1.            Certain Duties and Responsibilities. The CVR Agent shall
not have any liability for any actions taken, suffered or omitted to be taken in connection with this Agreement, except to the extent
of its willful misconduct, fraud, , bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court
of competent jurisdiction). Anything to the contrary notwithstanding, in no event shall any Person be liable for any special, punitive,
indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits) arising out of
any act or failure to act hereunder. The aggregate liability of the CVR Agent with respect to, arising from, or arising in connection
with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or
otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the CVR Agent as fees, but not including
reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from the CVR Agent is being sought.
No provision of this Agreement shall require the CVR Agent to expend or risk its own funds, take any action that it reasonably believes
would expose or subject it to expense or liability, or otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers. The Company’s obligations under this Section 3.1 and Section
3.2 shall survive the resignation or removal of any CVR Agent, the expiration of the CVRs and the termination of this Agreement. 





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Section
3.2.            Certain Rights of CVR Agent. The CVR Agent undertakes to
perform such duties and only such duties as are specifically set forth in this Agreement, and no implied duties, covenants or obligations
shall be read into this Agreement against the CVR Agent. In addition:


 


(a)            the
CVR Agent may rely on and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted
to taken by it in reliance upon any resolution, certificate, statement, instrument, opinion, report, notice, request, instruction, direction,
consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)            the
CVR Agent may perform any and all of its duties (i) itself (through its directors, officers, or employees) or (ii) through its agents,
representatives, attorneys, custodians and/or nominees and the CVR Agent shall not be answerable or accountable for any act, default,
neglect or misconduct of any such agents, representatives, attorneys, custodians and/or nominees, absent their gross negligence, bad
faith or willful or intentional misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction)
in the selection and continued employment thereof;


 


(c)            the
permissive rights of the CVR Agent to do things enumerated in this Agreement shall not be construed as a duty;


 


(d)           
the CVR Agent shall not be required to give any note or surety in respect of the execution of such powers or otherwise in respect of
the premises;


 


(e)           
the Company agrees to indemnify, defend, protect, save and keep harmless the CVR Agent and its affiliates and their respective successors,
assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts (collectively, the “Indemnitees”),
against any and all loss, liability, obligation, damage, fine, settlement, penalty, action, judgment, suit, cost, disbursement, proceeding,
investigation, claim, demand or out-of-pocket expense of any kind or nature whatsoever (including the reasonable and documented, out-of-pocket
fees and expenses of legal counsel and the reasonable and documented, out-of-pocket costs and expenses of defending the Indemnitee against
any claim of liability arising therefrom) (collectively, “Losses”) that may be imposed on, incurred by, or
asserted against any Indemnitee, at any time, and in any way relating to, arising out of or in connection with the execution, delivery
or performance of this Agreement, the enforcement of any rights or remedies in connection with this Agreement, and the payment, transfer
or other application of funds pursuant to this Agreement, or as may arise by reason of any act, omission or error of the Indemnitee;
provided, however, that no Indemnitee shall be entitled to be so indemnified, defended, protected, saved or kept harmless
to the extent such Loss was caused by the willful misconduct, fraud, bad faith or gross negligence of any Indemnitee (each as determined
by a final, non-appealable judgment of a court of competent jurisdiction);


 


(f)            in
addition to the indemnification provided under Section 3.2(e), the Company agrees (i) to pay the fees of the CVR Agent in
connection with the CVR Agent’s performance of its obligations hereunder, as set forth on a mutually agreed upon fee schedule executed
by the Company and the CVR Agent on or prior to the date hereof (the “CVR Agent Fees”), and (ii) to reimburse
the CVR Agent within ten (10) days after written demand for all reasonable and documented, out-of-pocket expenses and other disbursements
incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Agreement and the exercise and performance
of its duties hereunder, including all Taxes (other than income, receipt, franchise or similar Taxes) and charges; 





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(g)           in
the event the CVR Agent reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request
or other communication, paper or document received by the CVR Agent hereunder, the CVR Agent may, in its sole discretion, refrain from
taking any action, and shall be fully protected and shall not be liable in any way to the Company or other Person or entity for refraining
from taking such action, unless the CVR Agent receives written instructions signed by the Company which eliminate such ambiguity or uncertainty
to the reasonable satisfaction of the CVR Agent;


 


(h)           nothing
herein shall preclude the CVR Agent from acting in any other capacity for the Company or for any other Person;


 


(i)            the
CVR Agent shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond
the control of the CVR Agent (including any act or provision of any present or future law or regulation or governmental authority, any
act of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss
of data due to power failures or mechanical difficulties with information storage or retrieval systems or failure of any means of communication,
labor difficulties, war, civil disorder or epidemic or pandemic); provided, that the CVR Agent shall (i) use its commercially
reasonable efforts to end or mitigate the effects of any such occurrence and (ii) resume the performance of its obligations as soon as
reasonably practicable after the end of such occurrence;


 


(j)            whenever
the CVR Agent shall deem it necessary or desirable that a fact or matter be proved or established prior to taking, suffering or omitting
any action hereunder (including the identity of a Holder), the CVR Agent may rely upon an Officer’s Certificate, and such Officer’s
Certificate shall be full and complete authorization and protection to the CVR Agent. The CVR Agent shall incur no liability for or in
respect of any action taken, suffered or omitted by it absent willful misconduct, fraud, bad faith or gross negligence (each as determined
by a final, non-appealable judgment of a court of competent jurisdiction) under the provisions of this Agreement in reliance on such
Officer’s Certificate. The CVR Agent is hereby authorized and directed to accept instructions with respect to the performance of
its duties and obligations hereunder from the chief executive officer, president, chief financial officer, any vice president, the controller,
the treasurer or the secretary of the Company, and to apply to such officer for advice or instructions in connection with its duties,
and it shall not be liable and shall be indemnified for any action taken or suffered to be taken by it in accordance with instructions
from such officer. The CVR Agent shall not be held to have notice of any change of authority of any person, until receipt of written
notice thereof from the Company;


 


(k)           the
CVR Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Plan Documents
(other than this Agreement) or any other agreement between or among the parties hereto, even though reference thereto may be made in
this Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as
expressly set forth in this Agreement; and 





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(l)         
    the Company agrees that it shall perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged
or delivered all such further and other acts, instruments and assurances as may reasonably be required by the CVR Agent for the carrying
out or performing by the CVR Agent of the provisions of this Agreement.


 


Section
3.3.            Resignation and Removal; Appointment of Successor.


 


(a)      
      The CVR Agent may resign and be discharged from its duties under this Agreement at any time by giving written
notice thereof to the Company specifying a date when such resignation shall take effect, which notice shall be sent at least thirty (30)
days prior to the date so specified, and such resignation shall take effect on such specified date.


 


(b)     
       The Company shall have the right to remove the CVR Agent at any time for any reason or no reason
upon at least thirty (30) days’ notice, specifying a date when such removal shall take effect.


 


(c)     
       If the CVR Agent shall resign, be removed, or become incapable of acting, the Company shall promptly
(and in any event within thirty (30) days after giving notice of the CVR Agent’s removal or after it has been notified of the CVR
Agent’s resignation) appoint a qualified successor CVR Agent. The predecessor CVR Agent shall deliver any funds held in connection
with this Agreement to any such successor CVR Agent at or prior to the effectiveness of the predecessor CVR Agent’s resignation
or removal. The successor CVR Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section
3.3(c), Section 3.3(e) and Section 3.4, become the successor CVR Agent.


 


(d)      
      The Company, or at the Company’s request the successor CVR Agent, shall give notice of each resignation
and each removal of the CVR Agent and each appointment of such successor CVR Agent by Making Available notice of such event to the Holders.
Failure to Make Available any such notice to the Holders, however, or any defect therein, shall not affect the legality or validity of
the resignation or removal of the CVR Agent or the appointment of a successor CVR Agent, as the case may be.


 


(e)        
    Any such successor to the CVR Agent shall agree to be bound by the terms of this Agreement and shall become the CVR
Agent hereunder. The CVR Agent shall deliver all of the relevant books and records to the successor CVR Agent.


 


Section
3.4.            Acceptance of Appointment by Successor. Every successor
CVR Agent appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring CVR Agent an instrument accepting
such appointment and a counterpart of this Agreement, and the retiring CVR Agent shall execute and deliver such documentation in connection
therewith as the Company may reasonably request, and thereupon such successor CVR Agent, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring CVR Agent. 





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Article
4

OTHER COVENANTS


 


Section
4.1.            Certain Transactions.


 


(a)            The
Company shall not cause or permit the CVR Holding Company and its Subsidiaries to enter into or engage in any transactions with an Affiliate
or a Related Party except for transactions entered into on an arm’s-length basis on terms that are no less favorable to the Company
or the applicable Subsidiary thereof than those that can be obtained from an unaffiliated third party.


 


(b)            The
Company shall not, and it shall not cause or permit its Subsidiaries to, enter into or engage in any transactions with an Affiliate or
a Related Party (i) with respect to the sale or other disposition of a Hotel Property, (ii) that is a Change-of-Control Monetization
Event (except for a reorganization, restructuring or similar transaction that is (x) not treated as a liquidity event for the Supporting
Stockholder or its Affiliates that are shareholders of the Company participating in such transaction (as determined in good faith by
the Supporting Stockholder) and (y) approved by the Independent Director(s) or, if there are more than two Independent Directors, a majority
of the Independent Directors (which approval may be given at any meeting of the Board of Directors or any committee thereof or pursuant
to any action taken by written or electronic consent by the Board of Directors or any committee thereof)) or (iii) that relates to fees,
reimbursements, costs or expenses the payment of which may be funded out of Permitted Distributions, except, in each case, for transactions
entered into on an arm’s-length basis on terms that are no less favorable to the Company or the applicable Subsidiary thereof than
those that can be obtained from an unaffiliated third party.


 


Section
4.2.            Certain Actions.


 


(a)            The
Company shall not, and shall not cause or permit the CVR Holding Company and its Subsidiaries to, amend their respective charter, bylaws,
limited liability company agreement, shareholders agreement, or other constitutive document, other than the adoption of any amendment
or articles supplementary with respect to a class of preferred stock and preferred units by the Company and the CVR Holding Company intended
to enable the Company to satisfy the closely held requirements applicable to real estate investment trusts under Section 856(a)(6) of
the Code, or enter into or undergo any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities
or take any other voluntary action, which, (i) in the case of each of the foregoing, is for the primary purpose of causing the requirements
for payment of the Contingent Value Rights not to be satisfied, or (ii) with respect to amendments to the Company’s charter, amends
Section 7.1(b) or Section 7.2 of the Company’s charter.


 


(b)            Without
the prior approval of the Independent Director(s) or if there are more than two Independent Directors, a majority of the Independent
Directors (which approval may be given at any meeting of the Board of Directors or any committee thereof or pursuant to any action taken
by written or electronic consent by the Board of Directors or any committee thereof), the Company shall not, and shall not cause or permit
the CVR Holding Company and its Subsidiaries to take any action or enter into any agreement that is disproportionately adverse to the
economic interests of the Holders as compared to the economic interests of the shareholders of the Company. 





     31


     


    

(c)            The
Company agrees that at least one member of the Board of Directors must be an Independent Director, except for a period of up to sixty
(60) days after the death, removal or resignation of any director, pending the election or appointment of such director’s successor.


 


(d)            For
the avoidance of doubt, any decision by the Board of Directors to extend or not to extend the Maturity Date pursuant to Section 2.7
or any amendment of this Agreement pursuant to Section 5.1(a)(v) shall not be deemed to be (i) for the primary purpose of
causing the requirements for payment of the Contingent Value Rights not to be satisfied, or (ii) disproportionately adverse to the economic
interests of the Holders as compared to the economic interests of the shareholders of the Company.


 


Section
4.3.            Reporting; Confidentiality.


 


(a)            The
Company shall provide periodic reporting during the term of this Agreement with respect to the CVR Asset Pool to the CVR Agent (for the
benefit of, and distribution to, the Holders pursuant to Section 4.3(b)) as follows:


 


(i)           Annually,
within ninety (90) days following the end of each calendar year during the Measurement Period, a consolidated balance sheet of the CVR
Holding Company as of the end of such calendar year, together with related consolidated statements of income, cash flow, and changes
in financial position for such calendar year, all in reasonable detail and, beginning with financial information for the year ending
December 31, 2022, stating in comparative form the respective figures for the corresponding date and period in the prior calendar year
and all prepared in accordance with GAAP; provided, however, if such financial information has been audited by an independent
certified public accountant acceptable to the Board of Directors, and has been prepared and is available in a form that, in the Company’s
sole discretion, is appropriate to be provided to Holders pursuant to this Section 4.3, such financial information, in the form
provided to the CVR Agent, shall be audited; provided, further, that if such financial information is not provided to the
CVR Agent audited pursuant to the preceding proviso, such financial information shall be unaudited and shall be accompanied by an Officer’s
Certificate by the chief financial officer of the Company on behalf of the Company (which certificate shall state that it is being delivered
in such person’s capacity as an officer and not in such person’s individual capacity and that such person shall have no personal
liability) certifying to the Holders that such financial information is unaudited but fairly presents, in all material respects, the
financial condition and results of operations of the CVR Asset Pool on a combined basis for the applicable periods in conformity with
GAAP; and


 


(ii)          Quarterly,
within forty-five (45) days following the end of the first, second and third calendar quarter of each fiscal year during the Measurement
Period, an unaudited consolidated balance sheet of the CVR Holding Company as of the end of such calendar quarter, together with related
statements of income, cash flow, and changes in financial position for such calendar quarter, all in reasonable detail and stating in
comparative form the respective figures for the corresponding date and period in the prior calendar quarter, all prepared in accordance
with GAAP. 





     32


     


    

(b)            The
CVR Agent shall, pursuant to a confidential, password-protected website that shall be established and administered by the CVR Agent,
make the information furnished by the Company pursuant to Section 4.3(a) available to each Holder that agrees, as a condition
to receiving a password to access such website, that:


 


(i)           Any
financial information furnished by the Company pursuant to Section 4.3(a) and the password or other information that could be
used to access the website contemplated by this Section 4.3(b), and all analyses, compilations, data, studies, notes, interpretations,
memoranda or other documents prepared by the Holder or any of its respective representatives containing or based in whole or in part
on any such furnished information (“Confidential Information”) may not be divulged or communicated to any Person,
or, other than to evaluate such Holder’s interest in the Contingent Value Rights, used for any purpose, in whole or in part, without
the prior written consent of the Company; provided that notwithstanding the foregoing, information shall not be Confidential Information
and subject to the restrictions set forth in this Section 4.3(b) if such information (1) was, is or becomes generally available
to the public other than as a result of the Holder’s or one of its representatives’ material breach of this Agreement; (2)
was, is or becomes available to a Holder or its representatives on a non-confidential basis from a source that was not known by the Holder
or its representatives to be bound by a confidentiality agreement with respect to such information or otherwise prohibited from furnishing
or making available the information to the Holder or such Holder’s representatives by a contractual, legal or fiduciary obligation;
or (3) was, is or becomes independently developed by the Holder or its representatives without directly using any Confidential Information;
provided further that (A) subject to Section 4.3(b)(ii), Confidential Information may be disclosed if legally
compelled (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), or
in response to a request from a regulatory or self-regulatory or supervisory authority having or asserting jurisdiction over the applicable
Holder (collectively, “Compelled”), and (B) each Holder may disclose Confidential Information to its officers,
employees, agents, accountants, attorneys, and advisors but such Holder shall be responsible for any breach of the agreement set forth
in this Section 4.3(b) by any such officer, employee, agent, accountant, attorney, or advisor as if such Persons were subject
thereto.


 


(ii)          If
any Holder or representative thereof becomes Compelled to disclose any of the Confidential Information, such Holder shall, to the extent
legally permitted, provide the Company with reasonably prompt and, if possible, prior written notice of such requirement to disclose
such Confidential Information. Upon receipt of such notice, the Company may seek a protective order or other appropriate remedy at its
sole expense. If such protective order or other remedy is not obtained, such Holder and its representatives shall disclose only that
portion of the Confidential Information which is legally required to be disclosed (as determined in good faith by counsel to such Holder)
and shall, at the request and sole expense of the Company, take all reasonable steps to preserve the confidentiality of the Confidential
Information. In addition, neither such Holder nor any of its representatives will oppose any judicial, administrative, arbitral or other
legal action, suit, hearing, inquiry, order, audit, arbitration, mediation, claim, investigation or other proceeding (whether federal,
state, local or foreign or public or private) by the Company to obtain an appropriate protective order or other reliable assurance that
confidential treatment will be accorded the Confidential Information and such Holder and its representatives will, if and to the extent
requested by the Company and legally permissible to do so, cooperate with and assist the Company, at the Company’s expense and
on a reasonable basis, in connection therewith. 





     33


     


    

(iii)         Each
Holder hereby agrees (on behalf of itself and its representatives) that money damages would not be a sufficient remedy for any breach
of its obligations contemplated by this Section 4.3(b), and that in addition to all other remedies, the Company shall be entitled
to injunctive or other equitable relief as a remedy for any such breach to the extent provided by law. Each Holder hereby agrees (on
behalf of itself and its representatives) to waive any requirement for the securing or posting of any bond in connection with such remedy.


 


(iv)         Unless
extended in writing by mutual agreement of the parties, the obligations under this Section 4.3(b) shall terminate upon the second
anniversary of the Final Payment Date, without any further action by any party.


 


(c)            The
Company shall Make Available to the Holders, within ninety (90) days after the end of each calendar year beginning with the calendar
year ending [December 31, 2021], an Officer’s Certificate on behalf of the Company (which certificate shall state that it is being
delivered in such person’s capacity as an officer and not in such person’s individual capacity and that such person shall
have no personal liability) stating that to the Company’s knowledge, each entity has kept, observed, performed and fulfilled the
covenants and agreements contained in this Agreement in all material respects and is not in default in the performance or observance
in any material respect of the terms, provisions and conditions of this Agreement (or, if a default shall have occurred, describing all
such defaults of which he or she may have knowledge) and what action the Company is taking or proposes to take with respect thereto).


 


Section
4.4.            Payment to Holders by the CVR Agent. Upon receipt by the
CVR Agent of any amount paid to it pursuant to Section 2.5(c), Section 2.5(d) or Section 2.5(e), as applicable,
for payment to the Holders in accordance with the terms of this Agreement, the CVR Agent shall promptly pay such amounts to the Holders
in the manner provided for in Section 2.5 and in accordance with the terms of this Agreement. The CVR Agent shall have no liability
of any kind, and shall not be obligated to make any payments, unless and until it receives an amount paid to it pursuant to Section
2.5(c), Section 2.5(d) or Section 2.5(e), as applicable.




     34


     


    




Section
4.5.            Assignment. Except for assignments occurring through operation
of law, neither the Company nor the CVR Agent shall, in whole or in part, assign any of its rights or obligations under this Agreement;
provided that the Company may assign any of its obligations hereunder to an Affiliate of the Company as long as the Company causes
such Affiliate to perform the Company’s obligations hereunder and remains responsible for any breach of this Agreement by such
Affiliate. In the event an assignment by the Company to an Affiliate pursuant to the preceding sentence occurs, the Company shall deliver
to the CVR Agent an Officer’s Certificate stating that such assignment complies with this Section 4.5. Any Person into which
the CVR Agent or any successor CVR Agent may be merged or with which it may be consolidated, or any Person to which the CVR Agent shall
sell all or substantially all of its assets, or any Person resulting from any merger or consolidation to which the CVR Agent or any successor
CVR Agent shall be a party, or any Person succeeding to the corporate trust, stock transfer or other shareholder services business of
the CVR Agent or any successor CVR Agent, shall be the successor to the CVR Agent under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties hereto, but only if such Person would be eligible for appointment as
a successor CVR Agent under the provisions of Section 3.4 hereof. Without limiting the generality of the foregoing, the CVR Agent
agrees to use reasonable best efforts to provide the Company with written notice of any such event. No Holder shall, in whole or in part,
assign any of its rights or obligations under this Agreement except in accordance with a Permitted Transfer in accordance with Section
2.3(b)-(c). Any purported assignment that is not permitted by this Section 4.3 shall be null and void and of no effect. 


 


Section
4.6.            No Obligation to Pursue or Consummate Monetization Event.
Notwithstanding anything in this Agreement to the contrary, none of the Company, the CVR Holding Company or any of their Subsidiaries
or Affiliates (including the Supporting Stockholder or any of its Affiliates) shall be in any way obligated or required to pursue, discuss,
negotiate or consummate any Monetization Event or any transactions or series of transactions that is intended to or likely to lead to
a Monetization Event.


 


Article
5

AMENDMENTS


 


Section
5.1.            Amendments Without Consent of Holders.


 


(a)            Without
the consent of any Holders, the Company and the CVR Agent, at any time and from time to time, may enter into one or more amendments hereto,
for any of the following purposes:


 


(i)           to
evidence the succession of another Person to the Company and the assumption of any such successor of the rights and obligations of the
Company herein if such succession and assumption is in accordance with the terms of this Agreement;


 


(ii)          to
evidence the succession of another Person selected in accordance with the terms hereof as a successor CVR Agent and the assumption by
any successor of the covenants and obligations of the CVR Agent herein if such succession and assumption is in accordance with the terms
of this Agreement;


 


(iii)         to
add to the covenants of the Company such further covenants, restrictions, conditions or provisions as the Company and the CVR Agent shall
consider to be for the protection of the Holders; provided that in each case, such provisions shall not adversely
affect the interests of the Holders in any material respect; 





     35


     


    

(iv)        to
cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising under this Agreement; provided that in
each case, such provisions shall not adversely affect the interests of the Holders in any material respect; or


 


(v)         as
necessary to ensure that the Contingent Value Rights are not subject to registration under the Securities Act or result in the Company
or the Contingent Value Rights being required to register under the Exchange Act or any other applicable law.


 


(b)           Promptly
after the execution by the Company and the CVR Agent of any amendment pursuant to the provisions of this Section 5.1, the Company
shall prepare and Make Available a notice thereof to the Holders setting forth in general terms the substance of such amendment; provided
that any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so
to notify the Holders shall not excuse the CVR Agent from its obligations under Section 5.3).


 


Section
5.2.            Amendments with Consent of Holders.


 


(a)           Subject
to Section 5.1 (which amendments pursuant to Section 5.1 may be made without the consent of the Holders), with the consent
of the Majority of Holders, the Company and the CVR Agent may enter into one or more amendments hereto to add, eliminate or change any
provisions of this Agreement, even if such addition, elimination or change is in any way adverse to the interests of the Holders. It
shall not be necessary for any written consent of the Majority of Holders under this Section 5.2(a) to approve the particular
form of any proposed amendment, but shall be sufficient if such written consent approves the substance thereof.


 


(b)           Promptly
after the execution by the Company and the CVR Agent of any amendment pursuant to the provisions of this Section 5.2, the Company
shall Make Available a notice thereof to the Holders, setting forth in general terms the substance of such amendment; provided, that
any failure so to notify the Holders shall not affect the validity of such amendment (it being understood that any failure so to notify
the Holders shall not excuse the CVR Agent from its obligations under Section 5.3).


 


Section
5.3.            Execution of Amendments. Prior to executing any amendment
permitted by this Article 5, the CVR Agent shall be entitled to receive, and shall be fully protected in and shall incur no liability
for relying upon, an Officer’s Certificate stating that the execution of such amendment is authorized or permitted by this Agreement.
The CVR Agent shall execute any amendment authorized pursuant to this Article 5 if the amendment does not materially and adversely
affect the CVR Agent’s own rights or duties under this Agreement or otherwise. Otherwise, the CVR Agent may, but need not, execute
such amendment. No amendment to this Agreement shall be effective unless executed by the CVR Agent. The CVR Agent agrees that time is
of the essence in connection with any amendment to this Agreement that it is directed to execute by the Company in accordance with this
Section 5. 





     36


     


    

Section
5.4.            Effect of Amendments. Upon the execution of any amendment
under this Article 5, this Agreement shall be modified in accordance therewith, such amendment shall form a part of this Agreement for
all purposes and every Holder shall be bound thereby.


 


Article
6

CONSOLIDATION, MERGER, SALE, CONVEYANCE OR CONVERSION


 


Section
6.1.            No Prohibitions on the Company.


 


(a)            Subject
to Section 4.2, nothing in this Agreement shall prohibit or prevent the Company or any of its Subsidiaries from consolidating
with or merging into any other Person or conveying, transferring or leasing its properties and assets, in whole or in part, to any Person
or from converting from a corporation to another business entity, including a limited liability company, organized in another jurisdiction.


 


(b)            Nothing
in this Agreement shall prohibit or prevent the Company or any of its Subsidiaries from selling any of its rights, in whole or in part,
to any or all of the assets of the CVR Asset Pool.


 


Article
7

OTHER PROVISIONS OF GENERAL APPLICATION


 


Section
7.1.           Notices to the CVR Agent, the Company and the Holders.


 


(a)          Unless
otherwise indicated, any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing
and delivered personally or sent by registered or certified mail, postage prepaid, by electronic mail or overnight courier:


 


(i)          If
to the Company:



Hospitality Investors Trust, Inc.

Park Avenue Tower

65 East 55th St. | Suite 801

New York, NY 10022

Attention: Paul C. Hughes, Esq.

Email: phughes@hitreit.com 


 


with
a copy (which shall not constitute notice) to:



Brookfield Property Group

250 Vesey Street, 11th Floor

New York, NY 10281

Attention: BPG Transactions Legal

Email: realestatenotices@brookfield.com 





     37


     


    

(ii)          If
to the CVR Agent:



Computershare Trust Company, N.A.

150 Royall Street

Canton, MA 02021

Attention: Corporate Actions Relationship Manager



 


or
to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice,
request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered
personally; three (3) Business Days after deposit in the mail, if sent by registered or certified mail; upon confirmation of successful
receipt if sent by electronic mail (the receiving party shall confirm receipt of any notice received by electronic mail reasonably promptly
following its receipt; provided that if a notice is given by electronic mail and such confirmation of successful receipt is not
confirmed by the receiving party within two (2) Business Days after the transmission of such notice, such notice, request, instruction
or other document shall be followed up within one (1) Business Day after the expiration of such two (2) Business Day period by dispatch
pursuant to one of the other methods described herein); or on the next Business Day after deposit with an overnight courier, if sent
by an overnight courier; provided, however, that for any information or notices that the Company is required to Make Available
pursuant to this Agreement, such information or notices shall be validly delivered to the applicable recipients thereof if delivered
in accordance with the term “Make Available” pursuant to this Agreement.


 


(b)           Where
this Agreement provides for notice to Holders, such notice shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and Made Available, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.


 


Section
7.2.            Effect of Headings; Construction. The headings herein are
for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any
of the provisions of this Agreement. Where a reference in this Agreement is made to a Section, such reference shall be to a Section of
this Agreement unless otherwise indicated.


 


Section
7.3.            Benefits of Agreement; Holders are Third Party Beneficiaries.
Nothing in this Agreement, express or implied, shall give to any Person (other than the parties hereto and their permitted successors
and assigns hereunder) any benefit or any legal or equitable right, remedy or claim under this Agreement or under any covenant or provision
herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their permitted successors and
assigns. Notwithstanding the foregoing, each of the Holders shall be an intended third party beneficiary of this Agreement. The Holders
will have no rights hereunder or with respect to the matters contemplated hereby except as are expressly set forth in this Agreement.
Except for the rights of and exercisable by the CVR Agent set forth herein, the Majority of Holders will have the sole right, on behalf
of all Holders, by virtue of or under any provision of this Agreement, to institute any action or proceeding at law or in equity with
respect to this Agreement, and no individual Holder or other group of Holders will be entitled to exercise such rights. 





     38


     


    

Section
7.4.           Governing Law and Venue; Waiver of Jury Trial.


 


(a)           THIS
AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT
A MATTER TO ANOTHER JURISDICTION. The parties hereby irrevocably submit to the exclusive personal jurisdiction of the Commercial Division
of the Supreme Court of the State of New York and the federal courts of the United States of America located in the Southern District
of New York (and any appellate courts therefrom) in respect of the interpretation and enforcement of the provisions of this Agreement
and of the documents referred to in this Agreement (subject to Section 2.4(e), Section 2.5(b) and Section 2.6),
and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement of this Agreement or of any such document, that it is not subject thereto or that such
action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate
or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all
claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The parties hereby consent to
and grant any such court jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of
such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided
in Section 7.1 or in such other manner as may be permitted by law shall be valid and sufficient service thereof.


 


(b)           EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
7.4.


 


Section
7.5.           Severability Clause. The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other
provisions of this Agreement. If any provision of this Agreement, or the application of such provision to any Person or any circumstance,
is invalid or unenforceable, (a) the Company and the CVR Agent shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible to the fullest extent permitted by applicable law to such end that the transactions
contemplated by this Agreement are fulfilled to the extent possible, and (b) the remainder of this Agreement and the application of such
provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction;
provided, however, that if any such excluded provision shall materially and adversely affect the rights, immunities, liabilities,
duties or obligations of the CVR Agent, the CVR Agent shall be entitled to resign immediately upon written notice to the Company. 





     39


     


    

Section
7.6.            Counterparts. This Agreement may be executed in any number
of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute
the same agreement.


 


Section
7.7.           Termination. This Agreement shall terminate and be of no further
force or effect, and the parties hereto shall have no liability hereunder, (a) automatically, following the completion of the payments
required to occur on the CVR Payment Date pursuant to Section 2.5(c) or, if a payment is required to occur pursuant to Section
2.5(d) or Section 2.5(e), as applicable, following the completion of any and all payments required to be made in accordance
with Section 2.5(d) or Section 2.5(e), as applicable, or (b) by the Company, if there shall be any judgment, injunction
or order enacted, issued, promulgated, enforced or entered into by any court or other Governmental Entity of competent jurisdiction that
permanently restrains, enjoins or otherwise prohibits the payment of any Total Distributable Amount and such judgment, injunction or
order shall have become final and non-appealable, upon written notice of the same to the CVR Agent; provided that Article 1,
Section 2.4(h), the last sentence of Section 2.5(b), Section 2.6, Section 2.8, Article 3, Article
6 and this Article 7 shall survive the termination of this Agreement, in each case, to the extent applicable.


 


Section
7.8.           Entire Agreement. This Agreement constitutes the entire agreement,
and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject
matter hereof and thereof, and this Agreement supersedes any and all other oral or written agreements hereto made with respect to the
Contingent Value Rights. As it relates to the CVR Agent, this Agreement represents the entire understanding of the CVR Agent with reference
to the Contingent Value Rights, and this Agreement supersedes any and all other oral or written agreements hereto made with respect to
the Contingent Value Rights. With regard to the Company and the Holders, if and to the extent that any provision of this Agreement is
inconsistent or conflicts with the Plan Documents, this Agreement shall govern and be controlling (except as may be otherwise required
by applicable law), and this Agreement may be amended, modified, supplemented or altered only in accordance with the terms of Article
5. No party shall be bound by, or be liable for, any alleged representation, promise, inducement or statement of intention not contained
herein.


 


[Remainder
of Page Intentionally Left Blank] 




     40


     


    

IN
WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized officers as of the
day and year first above written.


 


	 	HOSPITALITY INVESTORS TRUST, INC.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	COMPUTERSHARE INC.
	 	COMPUTERSHARE TRUST COMPANY, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 




     


     


    

Schedule
I



Adjusted EBITDA Thresholds


 


[Attached] 




     I-1


     


    

Schedule
II


 


Excluded
Assets


 


		1.	Hilton-Blacksburg



 


		2.	VA
                                            Beach Westin







     II-1


     


    

Schedule
III



Total Distributable Amount Calculation Example


 


[Attached]



     III-1


     


    



 


 


Exhibit B


 


DIP Credit Agreement 


 








SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION
TERM LOAN AGREEMENT


 


dated as of May [25], 2021


 


among


 


HOSPITALITY INVESTORS TRUST, INC. and HOSPITALITY
INVESTORS TRUST OPERATING PARTNERSHIP, L.P.,

each a debtor-in-possession, collectively, jointly and severally, as Borrower,


 


the LENDERS PARTY HERETO,


 


and


 


TRIMONT REAL ESTATE ADVISORS, LLC,


 


as Administrative Agent and Collateral Agent


 


US$65,000,000
Super-priority Senior Secured Debtor-in-Possession Term Loan Facility 





     


     


    





Table
of Contents


 


Page


 





	SECTION 1. DEFINITIONS AND INTERPRETATION		2
		1.1 	Definitions		2
		1.2  	Accounting
    Terms, Financials Statements, Calculations, Etc.		29
		1.3  	Interpretation,
    Etc.		30
	SECTION 2. LOANS		31
		2.1  	Loans		31
		2.2  	Pro
    Rata Share; Availability of Funds		32
		2.3  	Use
    of Proceeds		33
		2.4  	Evidence
    of Debt; Register; Lenders’ Books and Records; Notes		34
		2.5  	Interest
    on Loans		35
		2.6  	[Reserved]		35
		2.7   	Default
    Interest		35
		2.8   	Agent
    Fee		36
		2.9  	Repayments		36
		2.10  	Voluntary
    Prepayments		36
		2.11  	Mandatory
    Prepayments		37
		2.12  	Make-Whole
    Payment		38
		2.13 	Application
    of Prepayments		38
		2.14   	General
    Provisions Regarding Payments		39
		2.15  	Ratable
    Sharing		40
		2.16   	Increased
    Costs; Capital Adequacy		41
		2.17 	Taxes;
    Withholding, Etc.		42
		2.18  	Obligation
    to Mitigate		45
		2.19  	Security
    and Priority		45
	SECTION 3. CONDITIONS PRECEDENT		46
		3.1  	Conditions
    to Credit Extension on Closing Date		46
		3.2  	Conditions
    to Each Credit Extension		49
	SECTION 4. REPRESENTATIONS AND WARRANTIES		50
		4.1   	Organization;
    Requisite Power and Authority; Qualification		50
		4.2 	Power;
    Authorization; Enforceable Obligations		50





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		4.3   	No
    Conflict; Governmental Consents, etc.		51
		4.4  	Adverse
    Proceedings, etc.		51
		4.5 	Payment
    of Taxes		51
		4.6  	Properties		52
		4.7  	Environmental
    Matters		52
		4.8  	No
    Defaults		53
		4.9  	Governmental
    Regulation		53
		4.10  	Federal
    Reserve Regulations; Exchange Act		53
		4.11  	Employee
    Matters		53
		4.12   	ERISA		54
		4.13 	Plan
    Assets; Prohibited Transactions		54
		4.14  	Compliance
    with Statutes, Etc.		55
		4.15	Disclosure		55
		4.16  	Sanctions;
    Anticorruption Laws; AML Laws; Etc.		55
		4.17  	Use
    of Proceeds		55
		4.18  	Security
    Interest		56
		4.19   	U.S.
    Person		56
		4.20  	DIP
    Orders		56
		4.21   	Appointment
    of Trustee or Examiner; Liquidation		56
		4.22  	No
    Other Insolvency Proceeding		57
		4.23   	Super-priority
    Claims; Liens		57
		4.24   	Real
    Estate		57
		4.25  	Material
    Property Agreements; Subsidiary Indebtedness		57
		4.26 	REIT
    Status		57
		4.27  	Insurance		57
	SECTION 5. AFFIRMATIVE COVENANTS		58
		5.1  	Financial
    Statements and Other Reports		58
		5.2 	Existence		61
		5.3 	Payment
    of Taxes and Claims		61
		5.4 	Maintenance
    of Properties		62





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		5.5  	Insurance		62
		5.6  	Books
    and Records; Inspections		62
		5.7  	Lender
    Meetings		62
		5.8   	Compliance
    with Laws; Sanctions and Contractual Obligations		62
		5.9   	Environmental		63
		5.10  	Plan
    Assets		64
		5.11  	Further
    Assurances		64
		5.12 	Non-Consolidation		64
		5.13  	Cash
    Management		64
		5.14   	Intellectual
    Property		65
		5.15   	Debtor-in-Possession
    Obligations		65
		5.16   	DIP
    Budget		65
		5.17   	Use
    of Proceeds		65
		5.18  	Consultants		65
		5.19   	Bankruptcy
    Milestones		66
		5.20   	Post-Closing
    Matters		66
		5.21 	REIT
    Status		66
		5.22   	Material
    Property Agreements		66
	SECTION 6. NEGATIVE COVENANTS		67
		6.1   	Indebtedness		67
		6.2   	Liens		69
		6.3  	Restricted
    Payments		70
		6.4   	Contributions		71
		6.5 	Investments		71
		6.6 	Material
    Property Agreements		72
		6.7   	Fundamental
    Changes; Disposition of Assets		72
		6.8	Subsidiary
    Bankruptcies		73
		6.9  	Sales
    and Lease-Backs		73
		6.10 	Transactions
    with Shareholders and Affiliates		73
		6.11	Conduct
    of Business		74





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		6.12   	Payment
    and Prepayment of Indebtedness		74
		6.13   	Fiscal
    Year; Accounting Policies		74
		6.14 	Deposit
    Accounts and Securities Accounts		74
		6.15 	Amendments
    to Organizational Agreements		74
		6.16 	Other
    Super-priority Claims		74
		6.17	Equity
    Issuances		74
		6.18	ERISA		74
		6.19 	Alterations
    and Expansions		75
		6.20  	Zoning
    and Uses		75
		6.21  	Waste		75
		6.22  	Intellectual
    Property		75
		6.23  	Capital
    Expenditures		76
		6.24  	Change
    of Control		76
		6.25   	REIT
    Status		76
	SECTION 7. JOINT AND SEVERAL LIABILITY		76
	SECTION 8. EVENTS OF DEFAULT		76
		8.1 	Events
    of Default		76
		8.2  	Remedies		82
	SECTION 9. AGENTS		82
		9.1  	Appointment
    of Agents		82
		9.2  	Powers
    and Duties		83
		9.3  	General
    Immunity		83
		9.4 	Lenders’
    Representations, Warranties and Acknowledgment		85
		9.5 	Indemnity		85
		9.6 	Successor
    Administrative Agent and Collateral Agent		86
		9.7  	Collateral
    Documents		88
		9.8  	Administrative
    Agent May File Bankruptcy Disclosure and Proofs of Claim		89
	SECTION 10. MISCELLANEOUS		91
		10.1  	Notices		91





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		10.2 	Expenses		93
		10.3 	Indemnity
    and Related Reimbursement		93
		10.4   	Set-Off		95
		10.5   	Amendments
    and Waivers		95
		10.6  	Successors
    and Assigns; Participations		97
		10.7	[Reserved]		101
		10.8 	Liens
    on After-Acquired Property		101
		10.9  	Independence
    of Covenants		101
		10.10  	Survival
    of Representations, Warranties and Agreements		102
		10.11   	No
    Waiver; Remedies Cumulative		102
		10.12   	Marshaling;
    Payments Set Aside		102
		10.13   	Severability		102
		10.14   	Obligations
    Several; Actions in Concert		102
		10.15   	Headings		103
		10.16  	APPLICABLE
    LAW		103
		10.17   	CONSENT
    TO JURISDICTION		103
		10.18 	WAIVER
    OF JURY TRIAL		104
		10.19   	Confidentiality		105
		10.20   	Usury
    Savings Clause		106
		10.21  	Effectiveness;
    Counterparts		106
		10.22  	Entire
    Agreement		106
		10.23  	PATRIOT
    Act		106
		10.24  	Electronic
    Execution of Assignments and Loan Documents		106
		10.25  	No
    Fiduciary Duty		107
		10.26  	Acknowledgement
    and Consent to Bail-In of Affected Financial Institutions		107






    v 


     


    


	APPENDICES:	A	Loan Commitments
	 	B	Notice Addresses
	 	 	 
	SCHEDULES:	3.1(c)	Organizational Structure
	 	3.1(w)	Franchise and Management Agreement Consents
	 	4.4	Adverse Proceedings
	 	4.7	Environmental Matters
	 	4.8	No Defaults
	 	4.11	Employee Matters
	 	4.12	ERISA
	 	4.24	Real Estate Assets
	 	5.20	Post-Closing Matters
	 	6.1(c)	Certain Indebtedness
	 	6.2	Certain Liens
	 	6.6	Amendments and Replacements of Material Property Agreements
	 	6.10	Certain Affiliate Transactions
	 	 	 
	EXHIBITS:	A	Funding Notice
	 	B	Note
	 	C	Reserved
	 	D	Assignment Agreement
	 	E	Closing Date Certificate
	 	F	Tax Forms
	 	G	Form of Hilton Franchise Agreement







    vi 


     


    




SUPER-PRIORITY
SENIOR SECURED DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT 

 

This
SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION TERM LOAN AGREEMENT (as amended, supplemented, modified or restated from time
to time in accordance with the terms hereof, this “Agreement”), dated as of May [25], 2021, is entered into by and
among Hospitality Investors Trust, Inc., a Maryland corporation (“HIT”), Hospitality Investors Trust Operating Partnership,
L.P., a Delaware limited partnership (“HITOP”), each a Chapter 11 debtor-in-possession, as borrower (HIT and HITOP,
individually or collectively, as the context may require, jointly and severally, the “Borrower” or the “Borrowers”),
BROOKFIELD STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC, a Delaware limited liability company (the “Initial
Lender”), and the other lenders party hereto from time to time (collectively, together with the Initial Lender, the “Lenders”),
and TRIMONT REAL ESTATE ADVISORS, LLC, a Georgia limited liability company, as administrative agent (in such capacity, “Administrative
Agent”) and collateral agent (in such capacity, “Collateral Agent”) for the Lenders. Capitalized terms used
but not otherwise defined in the recitals below shall have the meanings ascribed to them in Section 1.1.

 

RECITALS:

 

WHEREAS,
on the Petition Date, HIT and HITOP filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (each a “Chapter
11 Case” and, collectively, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the District
of Delaware (together with any other court having jurisdiction over any of the Chapter 11 Cases or any proceeding therein from time to
time, the “Bankruptcy Court”), as Case Number [_____];

 

WHEREAS,
the Borrowers are continuing to operate their business and manage their property as debtors-in-possession under Sections 1107 and 1108
of the Bankruptcy Code;

 

WHEREAS,
in connection with the filing of the Chapter 11 Cases, the Borrowers have requested that the Initial Lender provide a delayed draw term
loan facility in an aggregate principal amount of US$65 million, of which up to US$30 million (the “Interim Funding Amount”)
will be made available to the Borrowers as new-money loans upon the entry of the Interim DIP Financing Order and the satisfaction of
the conditions precedent set forth herein;

 

WHEREAS,
on May [__], 2021, the Bankruptcy Court entered an order authorizing the Borrowers to, among other things, obtain senior secured, super-priority,
post-petition financing, and grant liens and super-priority, post-petition claims, pursuant to Bankruptcy Code Sections 105, 362, 363,
364 and 507, Bankruptcy Rules 2002, 4001, 6004 and 9014 and Local Rule 4001-2 (the “Interim DIP Financing Order”);


 


WHEREAS,
upon satisfaction of the conditions set forth in Section 3, the Initial
Lender has agreed to extend such credit to the Borrowers upon the terms and conditions set forth herein, the proceeds of which will be
used exclusively for the purposes set forth in Section 2.3 to the extent permitted hereunder; and



     


     

    

NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

 

SECTION
1. DEFINITIONS AND INTERPRETATION

 

1.1         Definitions.
The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

 

“Administrative
Agent” has the meaning set forth in the preamble.

 

“Adverse
Proceeding” means any action, suit, proceeding, hearing (in each case, whether administrative or judicial), governmental investigation
or arbitration at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims),
whether pending or, to the knowledge of any Borrower, threatened in writing against or affecting any Borrower or any Subsidiary Owner
or any property of such entity.

 

“Affected
Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

 

“Affiliate”
means, as applied to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, that Person specified. For the purposes of this definition, “control” (including, with
correlative meanings, the terms “controlling,” “controlled by” and “under common control with”),
as applied to any Person, means the possession, directly or indirectly, of the power (a) to vote 51% or more of the Capital Stock having
ordinary voting power for the election of members of the Board of Directors of such Person, or (b) to direct or cause the direction of
the management and policies of that Person, whether by exercising voting power, by contract or otherwise. 

 

“Agent”
means each of Administrative Agent, Collateral Agent and any other Person appointed as an agent or similar title or capacity under or
otherwise in connection with the Loan Documents and “Agents” mean collectively all such Agents.

 

“Agent
Fee Letter” means that certain letter agreement dated March 12, 2021, among the Agents and the Lenders. 

 

“Aggregate
Amounts Due” has the meaning set forth in Section 2.15.

 

“Agreement”
has the meaning set forth in the preamble.

 

“Agent
Indemnitee” has the meaning set forth in Section 9.5(a).

 

“Agent
Affiliates” has the meaning set forth in Section 10.1(b)(iii).

 

“Alteration”
means any demolition, alteration, installation, improvement or expansion of or to any Real Estate Asset, including any Hotel Property,
or any portion thereof.



     2


     


    

“AML
Laws” means any and all laws, rules and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries or Affiliates
from time to time concerning or relating to terrorism financing, money laundering or any predicate crime to money laundering, including,
without limitation, any applicable provision of the Patriot Act and The Currency and Foreign Transactions Reporting Act (also known as
the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959). 

 

“Anticorruption
Laws” means all applicable anti-corruption and antibribery laws, rules and regulations of any jurisdiction from time to time,
including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended.

 

“Approved
Electronic Communications” means any notice, demand, communication, information, document or other material that any Borrower
provides to Administrative Agent pursuant to any Loan Document or the transactions contemplated therein, which is distributed to Agents
or Lenders by means of electronic communications pursuant to Section 10.1(b).

 

“Approved
Plan” has the meaning set forth in Section 5.19(b).

 

“Approved
Disclosure Statement” has the meaning set forth in Section 5.19(b).

 

“Assignment
Agreement” means, as applicable, (a) an Assignment and Assumption Agreement substantially in the form of Exhibit D,
or (b) an Affiliate Assignment Agreement.

 

“Assignment
Effective Date” has the meaning set forth in Section 10.6(b).

 

“Authorized
Officer” means with respect to (a) delivering any Funding Notice and similar notices, the chief executive officer, chief financial
officer, treasurer, or chief operating officer of the Borrower or any person or persons that are designated in writing by one or more
Authorized Officers described above to Administrative Agent as being authorized by the Borrower to deliver such notices and (b) any other
matter in connection with this Agreement or any other Loan Document, the chief executive officer, the chief financial officer, the treasurer,
the principal accounting officer, the president or other similar officer of the Borrower.

 

“Avoidance
Actions” has the meaning set forth in the DIP Financing Orders.

 

“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any
liability of an Affected Financial Institution.

 

“Bail-In
Legislation” means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country
from time to time that is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).

 

“Bankruptcy
Code” means Title 11 of the United States Code.



     3


     


    

“Bankruptcy
Court” has the meaning specified in the recitals hereto.

 

“Bankruptcy
Rules” means the Federal Rules of Bankruptcy Procedure.

 

“Board
of Directors” means, (a) with respect to any corporation or company, the board of directors of the corporation or company,
or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the board of directors or
equivalent governing body of the general partner of the partnership, (c) with respect to a limited liability company, the managing member
or members or any controlling committee or board of managers (or equivalent governing body) of such company or the sole member or the
managing member thereof, and (d) with respect to any other Person, the entity, individual, board or committee of such Person serving
a similar function.

 

“Board
of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor Governmental Authority.


 

“Borrowers’
Professional Fees” means the fees and reimbursable expenses of Professional Persons retained pursuant to clause (a) of the
definition thereof.

 

“Business
Day” means any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New York or
the State of Delaware, or is a day on which banking institutions located in any such state are authorized or required by law or other
governmental action to close. 

 

“California
Wage/Hour Dispute” means that certain “wage/hour” class action complaint filed by a former employee of the Courtyard
Carlsbad located at 5835 Owens Avenue, Carlsbad, CA 92008, captioned Leticia Limon v. Crestline Hotels & Resorts, LLC; Barcelo
Crestline Corporation; and Does 1 through 10 and filed on September 30, 2020 in the Superior Court of the State of California, County
of Los Angeles as Case No. 20STCV37266.

 

“Capital
Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person (a) as lessee
that, in conformity with GAAP as in effect on the date hereof, is or should be accounted for as a capital lease on the balance sheet
of that Person, or (b) as lessee under a Synthetic Lease.

 

“Capital
Stock” means any and all shares, stock, interests, participations or other equivalents (however designated) of capital stock
of a corporation, any and all equivalent ownership or profits interests in a Person that is another type of entity, including partnership
interests, membership interests, voting trust certificates, certificates of interest and profits interests, participations or similar
arrangements, and any and all warrants, rights or options to purchase, or other arrangements or rights to acquire, subscribe, convert
to or otherwise receive or participate in the economic or other rights associated with any of the foregoing.

 

“Carve-Out”
shall have the meaning set forth in the DIP Financing Orders. 

 

“Carve-Out
Notice” shall have the meaning set forth in the DIP Financing Orders.

 

“Cash”
means money, currency or a credit balance in any demand or Deposit Account.



     4


     


    

“Cash
Collateral” has the meaning set forth in the DIP Financing Order.

 

“Cash
Equivalents” means any of the following, to the extent having a maturity of not greater than ninety (90) days from the date
of issuance thereof: (a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality
thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) certificates
of deposit of or time deposits with any commercial bank that is a member of the Federal Reserve System, issues (or the parent of which
issues) commercial paper rated as described in clause (c) below, is organized under the laws of the United States or any State thereof
and has combined capital and surplus of at least $1,000,000,000 or (c) commercial paper in an aggregate amount of not more than $50,000,000
per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United States and rated at
least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P.

 

“Change
in Law” means the occurrence, after the date hereof, of any of the following: (a) the adoption or taking effect of any law,
rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority; or (c) the making or issuance of any request, rule, guideline or directive (whether
or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary,
(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued
in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the U.S. or foreign regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted
or issued.

 

“Chapter
11 Case” or “Chapter 11 Cases” have the meaning specified in the recitals hereto.

 

“Chapter
11 Plan” means a plan of reorganization filed in any of the Chapter 11 Cases under Section 1121 of the Bankruptcy Code.

 

“Citi
Rate Cap Collateral” means HITOP’s right, title, interest, claim and demand, in to and under that certain Rate Cap Transaction
with SMBC Capital Markets, Inc. dated as of April 19, 2021 with unique swap identifier 1030443023 PRISM000000000000000000C1B747800.

 

“Closing
Date” means the later of the date hereof and the first date on which all of the conditions set forth in Section 3.1
and Section 3.2 have been fulfilled or waived in writing by the Initial Lender.

 

“Closing
Date Certificate” means a certificate dated as of the Closing Date and substantially in the form of Exhibit E.

 

“Collateral”
means all “Collateral” as defined in any Collateral Document, and shall include all Property that is subject to any Lien
in favor of Collateral Agent or any agent or sub-agent appointed by it for the benefit of the DIP Secured Parties pursuant to any Collateral
Document; provided that “Collateral” shall not include any Excluded Assets or any other assets excluded under Section
2.2 of the Pledge and Security Agreement.



     5


     


    

“Collateral
Agent” has the meaning set forth in the preamble hereto.

 

“Collateral
Asset Sale” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer,
grant of an exclusive license (as licensor or sublicensor), or other disposition to, or any exchange of property with, any Person (other
than to or with a Borrower), in one transaction or a series of transactions, of all or any part of the Collateral. For purposes of clarification,
 “Collateral Asset Sale” shall include (x) the sale or other disposition for value of any contracts and (y) the early termination
or modification of any contract resulting in the receipt by any Borrower of a Cash payment or other consideration in exchange for such
event (other than payments in the ordinary course for accrued and unpaid amounts that would have been due through the date of termination
or modification without giving effect thereto).

 

“Collateral
Documents” means the Interim DIP Financing Order, the Final DIP Financing Order, the Pledge and Security Agreement, any Deposit
Account Control Agreement, any Securities Account Control Agreement and all other instruments, documents and agreements now or at any
time hereafter delivered by or on behalf of any Borrower pursuant to this Agreement or any of the other Loan Documents in order to grant
to, or perfect a security interest in the Collateral in favor of Collateral Agent, for the benefit of DIP Secured Parties, as security
for the Obligations.

 


“Combined
Hearing” has the meaning set forth in the Restructuring Support Agreement.


 

“Commitment”
means such commitments of all Lenders in the aggregate. The amount of each Lender’s Commitment as of the Closing Date is set forth
on Appendix A, subject to any increase or reduction pursuant to the terms of this Agreement and subject to the Final Advance Cap.
The maximum aggregate amount of the Commitments is US$65,000,000. 

 

“Common
Stock Conversion” has the meaning set forth in Section 2.9.

 

“Confirmation
Order” has the meaning set forth in Section 5.19(f).

 

“Contractual
Obligation” means, as applied to any Person, any provision of any security issued by that Person or of any indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties
is bound or to which it or any of its properties is subject, including, without limitation, any Material Property Agreement.

 

“Controlled
Account” means (a) any Deposit Account of a Borrower that is subject to a Deposit Account Control Agreement, and (b) any Securities
Account of a Borrower that is subject to a Securities Account Control Agreement.

 

“Credit
Date” means the date of a Credit Extension.

 

“Credit
Extension” means the making of a Loan.



     6


     


    

“Creditors’
Committee” means any official committee of unsecured creditors appointed in any of the Chapter 11 Cases.

 

“Creditors’
Committee Professional Fees” means the fees and reimbursable expenses of Professional Persons retained pursuant to clause (b)
of the definition thereof.

 

“Currency
Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with the Borrowers’
operations and not for speculative purposes.

 

“Debtor
Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the U.S., any state or
territory thereof, the District of Columbia or any other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally.

 

“Default”
means the occurrence of any event that, but for the giving of notice or the passage of time, or both, would be an Event of Default.

 

“Default
Rate” has the meaning set forth in Section 2.7.

 

“Deposit
Account” means any “deposit account,” as defined in Article 9 of the UCC.

 

“Deposit
Account Control Agreement” means, with respect to a Deposit Account, an agreement in form and substance reasonably satisfactory
to Collateral Agent that (a) is entered into among Collateral Agent, the financial institution or other Person at which such Deposit
Account is maintained and the Borrower maintaining such Deposit Account, and (b) is effective for Collateral Agent to obtain “control”
(within the meaning of Article 9 of the UCC) of such Deposit Account.

 

“DIP
Budget” means (a) the initial thirteen week cash flow forecast setting forth the projected cash receipts and cash operating
disbursements for the Borrowers and the Subsidiary Owners on a line-item basis as attached to the Interim DIP Financing Order (the “Initial
DIP Budget”), and (b) the most recently approved at such time updated DIP Budget delivered in connection with Section 5.1(e),
which shall, in each case, include detailed line item receipts and expenditures, including the amount of Creditors’ Committee Professional
Fees, Borrowers’ Professional Fees, expenses for each such Professional Person and amounts due from the Borrowers under Section
10.2, together with appropriate supporting schedules and information and an explanation of any change from the DIP Budget then in
effect (each, an “Updated DIP Budget”). The DIP Budget (including, for the avoidance of doubt, the Initial DIP Budget
and each Updated DIP Budget) shall be in form and substance acceptable to the Requisite Lenders. For avoidance of doubt, until the Requisite
Lenders consent to any Updated DIP Budget, it shall not become a “DIP Budget” and the Borrowers shall continue to comply
with the then-operative DIP Budget.

 

“DIP
Budget Variance Report” has the meaning set forth in Section 5.1(f). 



     7


     


    

“DIP
Facility” means the credit facility established under the DIP Financing Orders and this Agreement in favor of the Borrower
in accordance with their terms and pursuant to which the Commitments are established.

 

“DIP
Financing Orders” means, collectively, the Interim DIP Financing Order and the Final DIP Financing Order.

 

“DIP
Liens” means the Liens on and security interests in the Collateral securing the Obligations.

 

“DIP
Loan Proceeds” has the meaning set forth in Section 2.3(a).

 

“DIP
Protections” has the meaning set forth in Section 2.19(b).

 

“DIP
Secured Parties” means, collectively, the Agents and each Lender.

 

“Director”
means any natural Person constituting the Board of Directors or an individual member thereof.

 

“Disbursement
Account” has the meaning set forth in Section 2.1(c).

 

“Disclosure
Statement” has the meaning set forth in Section 5.19(b).

 

“Dispose”
means, with respect to any Person, any conveyance, sale, lease (as lessor), license (as licensor), exchange, assignment, transfer or
other disposition by such Person of any property or assets (whether now owned or hereafter acquired) to any other Person, in each case,
whether or not the consideration therefor consists of Cash, Cash Equivalents, Securities or any other property or assets. For purposes
of clarification, “Dispose” shall include (a) the sale or other disposition for value of any contracts, (b) the early termination
or modification of any contract by any Person resulting in the receipt by such Person of a Cash payment or other consideration in exchange
for such event (other than payments for previously accrued and unpaid amounts due through the date of termination or modification), or
(c) any sale of merchant accounts (or any rights thereto (including any rights to any residual payment stream with respect thereto)).
 “Disposition” as a noun shall have the corresponding meaning.

 

“Disqualified
Capital Stock” means any Capital Stock that, by its terms (or by the terms of any other instrument, agreement or Capital Stock
into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily
redeemable (other than solely for Capital Stock that is not otherwise Disqualified Capital Stock), pursuant to a sinking fund obligation
or otherwise, (b) is redeemable at the option of the holder or beneficial owner thereof (other than solely for Capital Stock that is
not otherwise Disqualified Capital Stock), in whole or in part, (c) provides for the scheduled payments of dividends, distributions or
other Restricted Payments in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other obligation, instrument,
agreement, or Capital Stock that would meet any of the conditions in clauses (a), (b), or (c) of this definition, in each case prior
to the date that is 180 calendar days after the Latest Maturity Date; provided, that if such Capital Stock is issued pursuant
to a plan for the benefit of employees of any Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock
shall not constitute Disqualified Capital Stock solely because they may be required to be repurchased by such Borrower or its Subsidiaries
in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability. 



     8


     


    

“Dollars”
and the sign “US$” mean the lawful money of the U.S.

 

“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country that is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country that is a subsidiary
of an institution described in clause (a) or clause (b) of this definition and is subject to consolidated supervision with its parent.

 

“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

 

“EEA
Resolution Authority” means any public administrative authority or any other Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

 

“Eligible
Assignee” means (a) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated
as a single Eligible Assignee for all purposes hereof) that is controlled by, controls, or is under common control with a Lender; (b)
a commercial bank organized under the laws of the United States, or any State thereof, respectively, and having total assets in excess
of $500,000,000; (c) a savings and loan association or savings bank organized under the laws of the United States or any State thereof,
and having total assets in excess of $500,000,000; (d) a commercial bank organized under the laws of any other country that is a member
of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements
to Borrow, or a political subdivision of any such country, and having total assets in excess of $500,000,000, so long as such bank is
acting through a branch or agency located in the United States; (e) the central bank of any country that is a member of the OECD; or
(f) a finance company, insurance company or other financial institution or fund (whether a corporation, partnership, trust or other entity)
that is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business and having total
assets in excess of $500,000,000; provided that no Borrower nor any Affiliate of any Borrower (other than Initial Lender
and any Affiliate of Initial Lender) shall, in any event, be an Eligible Assignee. 

 

“Environmental
Claim” means any notice, claim, proceeding, notice of proceeding, investigation, demand, information request, abatement order
or other order or directive by any Person or Governmental Authority alleging or asserting liability with respect to the Borrowers, Subsidiary
Owners or the Hotel Properties, as the case may be, arising out of, based on, in connection with or resulting from (a) the actual or
alleged presence, Use or Release of any Hazardous Substance, (b) any actual or alleged violation of or non-compliance with any Environmental
Law, or (c) any actual or alleged injury or threat of injury to property, human health or safety, natural resources or the environment
caused by Hazardous Substances. 



     9


     


    

“Environmental
Laws” means any applicable federal, state and local laws, statutes, ordinances, orders, rules and regulations, as well as common
law, any final and binding judicial or administrative orders, decrees or judgments thereunder and any permits, approvals, licenses, registrations,
filings and authorizations, in each case as now or hereafter in effect, relating to (a) the pollution, protection or cleanup of the environment,
(b) the impact of Hazardous Substances on property, human health or safety, (c) the Use or Release of Hazardous Substances, (d) occupational
safety and health, industrial hygiene or the protection of human health or welfare as a result of exposure to Hazardous Substances, or
(e) the liability for, or costs of, other actual or threatened harm to the environment.

 

“Environmental
Permits” means all permits, licenses, variances and certificates required by applicable Environmental Laws for the Borrowers’
or Subsidiary Owner’s use or ownership of the Hotel Properties, as the case may be, or of the Borrowers’ or Subsidiary Owners’
operations conducted thereat. 

 

“Equity
Interests” means, with respect to any Person, any and all shares, interests, rights to purchase or otherwise acquire, warrants,
options, participations or other equivalent interests in (however designated) equity or ownership of such Person, including any common
stock, preferred stock, any limited or general partnership interest and any limited liability company membership interest, any securities
or other rights or interests convertible into or exchangeable for any of the foregoing.

 

“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.

 

“ERISA
Affiliate” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single
employer under Section 414(b) or (c) of the Internal Revenue Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Internal Revenue Code, is treated as a single employer under Section 414(m) or (o) of the Internal Revenue Code.

 

“ERISA
Event” means (a) any Reportable Event, (b) any failure by any Pension Plan to satisfy the minimum funding standards (within
the meaning of Sections 412 or 430 of the Internal Revenue Code or Section 302 of ERISA) applicable to such Pension Plan, whether or
not waived, pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA or an application for a waiver of the
minimum funding standard with respect to any Pension Plan, (c) the failure to make by its due date a required installment under Section
430(j) of the Internal Revenue Code with respect to any Pension Plan, (d) the failure by any Borrower or any of its ERISA Affiliates
to make any required contribution to a Multiemployer Plan, (e) the incurrence by any Borrower or any of its ERISA Affiliates of any liability
under Title IV of ERISA with respect to the termination of any Pension Plan, including, but not limited to, the imposition of any Lien
in favor of the PBGC or any Pension Plan, (f) a determination that any Pension Plan is, or is expected to be, in “at risk”
status (within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA), (g) the receipt by any Borrower or any
of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or
to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA, (h) the incurrence by any Borrower or any of its ERISA
Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Pension Plan (during a plan year in which it
was a “substantial employer” (as defined in Section 4001(a)(2) of ERISA)) or from any Multiemployer Plan, and (i) the receipt
by any Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA
Affiliate of any notice, concerning the imposition of any liability with respect to the withdrawal or partial withdrawal from any Pension
Plan or Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be, “insolvent” (within the
meaning of Section 4245 of ERISA), or in endangered or critical status (within the meaning of Section 432 of the Internal Revenue Code
or Section 305 of ERISA).  



     10


     


    

“Estate”
means, for each Borrower, the estate created in such Borrower’s Chapter 11 Case pursuant to Section 541(a) of the Bankruptcy Code.

 

“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.

 

“Event
of Default” has the meaning set forth in Section 8.1.

 

“Exchange
Act” means the Securities Exchange Act of 1934.

 

“Excluded
Assets” means (a) any Equity Interests in a Borrower or any Subsidiary of the
Borrowers, (b) any Avoidance Actions and (c) the Citi Rate Cap Collateral.

 

“Excluded
Hotel Sales” means the sale of (i) the Hampton Inn Albany-Wolf Road (Airport), as contemplated by that certain Purchase and
Sale Agreement with Joint Closing Instructions dated December 16, 2019, as amended, modified or supplemented between HIT Portfolio I
Owner, LLC, a subsidiary of the Borrowers, and Capitol Hospitality LLC, and (ii) the Courtyard By Marriott Athens Downtown, as contemplated
by that certain Agreement for Sale and Purchase effective February 12, 2021, between HIT Portfolio I Owner, LLC, a subsidiary of the
Borrowers, and Lincoln Ventures LLC.

 

“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Lender or Agent or required to be withheld or deducted
from a payment to a Lender or Agent, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Lender or Agent, as applicable, being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or
any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, withholding Taxes imposed on
amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law
in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending
office, (c) Taxes attributable to such Lender’s or Agent’s failure to comply with Section 2.17(b), and (d) any Taxes
imposed under FATCA.

 

“FATCA”
means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations promulgated thereunder
or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code and, in
each case, any fiscal or regulatory legislation, rules, or official practices adopted pursuant to any such agreements. 



     11


     


    

“Final
Advance” has the meaning set forth in Section 2.1(c)(i).

 

“Final
Advance Cap” has the meaning set forth in Section 2.1(c)(i).

 

“Final
Advance Cap Amount” means the lesser of (i) an amount that, when added to any cash held by the Borrowers immediately prior
to the making of the Final Advance by the Lenders, would result in the Borrowers in the aggregate holding no more than $18,800,000 in
unrestricted cash as of the Plan Effective Date (exclusive of any amounts in the Professional Fee Trust Account that are payable to Professional
Persons in accordance with the DIP Financing Orders), as reasonably determined by the Initial Lender, based on the then-current DIP Budget
in effect as of the date of the Final Advance, and (ii) the amount of any remaining unfunded Commitments hereunder. 

 

“Final
DIP Financing Order” means a final order of the Bankruptcy Court approving the Loans, the Facility and the Loan Documents on
a final basis, in form and substance satisfactory to the Administrative Agent and the Initial Lender in their sole discretion (as amended,
supplemented or modified from time to time after entry thereof in accordance with the terms hereto), which Final DIP Financing Order
shall be in full force and effect.

 

“Final
Order” means an order or judgment of the Bankruptcy Court as entered on its docket that has not, in whole or in part, been
reversed, vacated, modified, amended or stayed pursuant to any applicable Bankruptcy Rule or any other applicable rule of civil or appellate
procedure, and as to which the time to appeal, petition for certiorari or seek re-argument or rehearing has expired, or as to which any
right to appeal, petition for certiorari or seek re-argument or rehearing has been waived in writing in a manner satisfactory to the
parties in interest, or if a notice of appeal, petition for certiorari or motion for re-argument or rehearing was timely filed, the order
or judgment has been affirmed by the highest court to which the order or judgment was appealed or from which the re-argument or rehearing
was sought, or a certiorari has been denied, and the time to file any further appeal or to petition for certiorari or to seek further
re-argument has expired.

 

“First
Day Orders” has the meaning set forth in Section 3.1(g).

 

“Fiscal
Year” means the fiscal year of the Borrowers, ending on December 31 of each calendar year.

 

“Fund”
means any Person (other than a Natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans, bonds and similar extensions of credit in the ordinary course of its activities.

 

“Funding
Notice” means a notice substantially in the form of Exhibit A.

 

“GA
Tech Owner” means, collectively, HIT GA Tech Holding, LLC, a Delaware limited liability company, HIT TRS GA Tech, LLC, a Delaware
limited liability company and IT TRS GA Tech Holding, LLC, a Delaware limited liability company.



     12


     


    




“GA Tech Property”
means that certain Hotel Property commonly known as Georgia Tech Hotel & Conference Center, located at 800 Spring St NW, Atlanta,
GA 30308.

 

“GAAP” means
generally accepted accounting principles in the United States of America, consistently applied and as in effect from time to time.

 

“Governmental Authority”
means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency
or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in each case, whether associated with a state of the U.S.,
the U.S., or a foreign entity or government.

 

“Governmental Authorization”
means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

 

“Hazardous Substances”
means any and all substances (whether solid, liquid or gas) that are regulated or otherwise classified, defined or listed as pollutants,
hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, toxic substances, toxic pollutants, contaminants,
pollutants or words of similar meaning or regulatory effect under any applicable Environmental Laws, including petroleum and petroleum
by-products, asbestos and asbestos-containing materials, toxic mold, polychlorinated biphenyls, lead and lead-based paint, radon, pesticides
and radioactive materials, flammables and explosives and compounds containing them.

 

“Hazardous Substances
Activity” means any activity, event or occurrence involving any Hazardous Substances, including the use, manufacture, possession,
storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Substances, and any corrective
action or response action with respect to any of the foregoing.

 

“Hedge Agreement”
means any Interest Rate Agreement, any Currency Agreement and any other derivative or hedging contract, agreement, confirmation or other
similar transaction or arrangement that is entered into by any Borrower or any Subsidiary, including any commodity or equity exchange,
swap, collar, cap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or forward rate agreement, spot or forward
foreign currency or commodity purchase or sale, listed or over-the-counter option or similar derivative right related to any of the foregoing,
non-deliverable forward or option, foreign currency swap agreement, currency exchange rate price hedging arrangement or other arrangement
designed to protect against fluctuations in interest rates or currency exchange rates, commodity, currency or Securities values, or any
combination of the foregoing agreements or arrangements.

 

“Highest Lawful Rate”
means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged or received under
the laws applicable to any Lender that are in effect as of the Closing Date or, to the extent allowed by law, under such applicable laws
that may be in effect after the Closing Date and allow a higher maximum nonusurious interest rate than applicable laws in effect as of
the Closing Date.



     13


     


    

“Hilton Franchise
Agreements” means, with respect to the Real Estate Assets, each franchise agreement entered into by the Borrowers or any of
their Subsidiaries in respect of any Doubletree, Embassy Suites, Hampton Inn, Hampton Inn & Suites, Hilton Garden Inn or Homewood
Suites hotel.


 

“HIT” has
the meaning set forth in the recitals hereto.

 

“HITOP” has
the meaning set forth in the recitals hereto.

 

“Hotel EBITDA”
means, with respect to any Hotel Property, net loss (income) and comprehensive loss (income) (calculated in accordance with GAAP) of
such Hotel Property, excluding (a) the effect of expenses not related to operating such Hotel Property, (b) non-cash charges that are
not indicative of the operating performance of such Hotel Property, and (c) any effects on net loss (income) and comprehensive loss (income)
due to (1) a casualty or condemnation of the Hotel Property, strike or other labor dispute, fire, war, insurrection, act of God, governmental
intervention, terrorism or pandemic or (2) any other event that is reasonably beyond the control of the Borrowers other than to the extent
the principal cause of such event is the Borrowers’ or the applicable Subsidiary Owner’s gross negligence or willful misconduct.
To the extent attributable to such Hotel Property, exclusions made for purposes of this calculation shall include: (i) depreciation and
amortization; (ii) impairment of goodwill and long-lived assets; (iii) interest expense; (iv) transaction related costs; (v) other loss
(income); (vi) gain (loss) on sale of assets; (vii) equity in loss (earnings) of unconsolidated entities; (viii) general and administrative
expense; and (ix) income tax (benefit) expense.

 

“Hotel Property”
means each “Property” or “Collateral Asset” (as each term is defined in each applicable Subsidiary Loan Agreement)
as of the Petition Date, together with all other non-Cash real and personal property collateral that secures the obligations of the Subsidiary
Owners under the Subsidiary Loan Agreements.

 

“Indebtedness”
as applied to any Person, means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) obligations under Capital
Leases, (c) notes payable and drafts accepted representing extensions of credit, whether or not representing obligations for borrowed
money, (d) any obligation owed for all or any part of the deferred purchase price of property or services (excluding any such obligations
incurred under ERISA and trade accounts payable in the ordinary course of business), (e) all indebtedness secured by any Lien on any
property or asset owned or held by that Person, regardless of whether the indebtedness secured thereby shall have been assumed by that
Person or is nonrecourse to the credit of that Person, (f) the face amount of any letter of credit or similar instrument issued for the
account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or is otherwise an obligor, (g) Disqualified
Capital Stock, with the amount of Indebtedness represented by such Disqualified Capital Stock being equal to the greater of its voluntary
or involuntary liquidation preference and its maximum fixed repurchase price (for purposes hereof, the “maximum fixed repurchase
price” of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the
terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any date on which Indebtedness shall
be required to be determined pursuant to this Agreement, and as if such price were based upon, or measured by, the fair market value
of such Disqualified Capital Stock), (h) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the
ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the obligation of another,
(i) any obligation of such Person, the primary purpose or intent of which is to provide assurance to an obligee that the obligation of
the obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will
be protected (in whole or in part) against loss in respect thereof, (j) any liability of such Person for an obligation of another through
any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire such obligation or provide any security therefor,
or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital
contributions or otherwise), or (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of another
if, in the case of any agreement described under this clause (j), the primary purpose or intent thereof is as described in clause (i)
above, and (k) net obligations of such Person in respect of any exchange traded or over the counter derivative transaction, in each case
whether entered into for hedging or speculative purposes or otherwise.



     14


     


    

“Indemnitee”
means each of any Agent and any Lender, and each of their respective Related Parties.

 

“Indemnified Liabilities”
means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including
Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement,
cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Substances Activity),
expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees, charges and
disbursements of one firm as general outside counsel (and any one local counsel in each relevant jurisdiction) for any Indemnitee and
excluding taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax claim), and whether based
on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations
and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by or asserted
against any such Indemnitee in any manner relating to or arising out of any Related Matter, but excluding any losses, liabilities, claims,
damages or expenses to the extent (x) found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Indemnitee to be indemnified or (y) relating to any dispute solely among the Indemnitees
(other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any
similar role).

 

“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any
Borrower under this Agreement or any other Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

 

“Initial Lender”
has the meaning set forth in the preamble.



     15


     


    

“Insolvency Proceeding”
means, with respect to any Borrower, any (a) case, action or proceeding before any court or Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, (b) general assignment for the benefit
of creditors, composition, marshaling of assets for creditors, or (c) similar arrangement in respect of creditors generally or any substantial
portion of applicable creditors, in any case, undertaken under U.S. Federal, state or foreign law.

 

“Insurance Policies”
has the meaning in Section 5.5.

 

“Intellectual Property”
means all intellectual property and other similar proprietary rights worldwide, whether registered or unregistered, including in and
to the following: (a) trade names, trademarks and service marks, domain names, trade dress and similar rights, together with the goodwill
symbolized by or associated with any of the foregoing; (b) patents and patent applications (including divisionals, continuations, continuations-in-part,
renewals, reissuances, re-examinations and extensions); (c) inventions and invention disclosures (whether or not patentable); (d) copyrights
and copyrightable works; (e) software and technology; (f) trade secrets, know-how, inventions, discoveries, methods, processes and other
proprietary or confidential information and (g) any applications, registrations or issuances for any of the foregoing.

 

“Interest Accrual Period”
has the meaning set forth in Section 2.5(b).

 

“Interest Payment Date”
means (a) the last Business Day of each calendar month, commencing on the first such date to occur after the Closing Date, and (b) the
Termination Date.

 

“Interest Rate Agreement”
means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement
or other similar agreement or arrangement, each of which is (a) for the purpose of hedging the interest rate exposure associated with
the Borrowers’ operations, (b) approved by Administrative Agent, and (iii) not for speculative purposes.

 

“Interim DIP Financing
Order” has the meaning set forth in the recitals.

 

“Interim Funding Amount”
has the meaning set forth in the recitals.

 

“Internal Revenue Code”
means the Internal Revenue Code of 1986.

 

“Investment”
means (a) any direct or indirect purchase or other acquisition by a Borrower or any of its Subsidiaries of, or of a beneficial interest
in, any of the Securities of any other Person, including the establishment or other creation of a Subsidiary or any other interest in
the Securities of any Person, (b) any direct or indirect redemption, retirement, purchase or other acquisition for value by any Borrower
or Subsidiary of Borrower from any Person of any Capital Stock of such Person, and (c) any direct or indirect loan, advance (other than
advances to employees, officers or directors for customary moving, entertainment and travel expenses, drawing accounts and similar expenditures
in the ordinary course of business) or capital contributions by any Borrower to any other Person, including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise from sales of inventory to that other Person in the ordinary
course of business.



     16


     


    

“Joint Venture”
means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided
that in no event shall any Wholly-Owned Subsidiary of any Person be considered to be a “Joint Venture” to which such Person
is a party.

 

“Latest
Maturity Date” means, as of any time of determination, the latest possible maturity or expiration date applicable to any Loan
or unfunded Commitment hereunder at such time, in each case as extended in accordance with this Agreement from time to time, as the case
may be.

 

“Legal Requirements”
means, collectively, all governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental
Authorities (including Environmental Laws and zoning restrictions) affecting the Borrowers, the Property or any other Collateral or any
portion thereof or the construction, ownership, use, alteration or operation thereof, or any portion thereof (whether now or hereafter
enacted and in force) and all permits, licenses and authorizations and regulations relating thereto.

 

“Lender”
means the Initial Lender and any Person that becomes a “Lender” hereunder pursuant to Section 10.6, in each case,
for so long as such Person holds Loans or Commitments hereunder.

 

“Lender Indemnitee”
means each of the Lenders, and each of their respective Related Parties.

 

“Lien” means
(a) any lien, mortgage, pledge, assignment, security interest, charge, license, sublicense or encumbrance of any kind (including any
agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof)
and any other preferential arrangement having the practical effect of any of the foregoing, and (b) in the case of Securities, any purchase
option, call or similar right of a third party with respect to such Securities.

 

“Loan”
means each loan outstanding hereunder made by a Lender to the Borrower pursuant to Section 2.1(a).

 

“Loan
Commitment” means the commitment of a Lender to fund Loans.

 


“Loan Document”
means any of this Agreement, the Notes, if any, the Collateral Documents, the Agent Fee Letter and all other documents, certificates,
instruments or agreements executed and delivered by a Borrower (or officer or director thereof) or on behalf of a Borrower for the benefit
of any Agent or any Lender in connection herewith.


 

“Loan Exposure”
means, with respect to any Lender, as of any time of determination, the outstanding principal amount of the Loans of such Lender.

 

“Make-Whole Amount”
means, in respect of any repayment of Loans or reduction of Commitments (other than any limitation on available Commitments pursuant
to the Final Advance Cap), the greater of (x) 2.0% of the amount of such repayment or commitment reduction and (y) an amount equal to
the difference between (A) the aggregate amount of interest which would have otherwise been payable on the amount of the repayment or
commitment reduction (assuming the full amount of such reduced Commitments had been drawn) from the date of repayment or reduction until
the Scheduled Maturity Date, minus (B) the aggregate amount of interest the Lenders would earn if the prepaid or reduced amount were
reinvested for the period from the date of repayment or reduction until the Scheduled Maturity Date at the Treasury Rate plus 50 basis
points.



     17


     


    

“Margin Stock”
has the meaning given to such term in Regulation U.

 

“Material Adverse Effect”
means any event, condition circumstance or contingency that, individually or in the aggregate, has had or could reasonably be expected
to have, a material adverse effect on: (a) the business, financial condition or results of operations of the Borrowers and their Subsidiaries
taken as a whole, other than as a result of or any effect of (i) the general conditions or trends in the hospitality industry or business,
including competition in geographic, product or service areas, (ii) the filing, announcement or pendency of the Chapter 11 Cases, including
the impact thereof on the relationships of the business of the Borrowers and their Subsidiaries (including, without limitation, those
with the franchisors and the hotel management companies, but specifically excluding such impact on those franchisors, hotel management
companies or other Persons with whom agreements have been reached in advance of the Chapter 11 Cases), (iii) changes in or the condition
of financial, banking or securities markets (including interest rates, exchange rates, tariffs, trade wars and credit markets), (iv)
military action, acts of civil unrest, civil disobedience, war or any act of terrorism, cyberterrorism, military activity, sabotage or
cybercrime, including an escalation of hostilities or worsening of any such conditions threatened or existing on the date of this Agreement,
(v) a Change in Law or a change in GAAP after the date of this Agreement, (vi) actions taken that are expressly required by the Restructuring
Support Agreement, (vii) the failure of the Borrowers or any of their Subsidiaries to meet or achieve the results set forth in any internal,
analyst, published or other projection (provided, that this clause (vii) shall not prevent a determination that any change or effect
underlying such failure to meet projections or forecasts has resulted in a Material Adverse Effect if such change or effect is not otherwise
excluded from determining whether there is a Material Adverse Effect) or (viii) any action taken or omitted from being taken at the written
request of the Initial Lender, the Agent or the Requisite Lenders or that is required by the Restructuring Support Agreement or the DIP
Facility; except in the case of clauses (i), (iii), (iv) and (v) above, to the extent that such effect has a disproportionate and adverse
impact on the Borrowers and their Subsidiaries, taken as a whole, relative to other participants in the hospitality industry, then the
disproportionate adverse effect of such matter on the business of the Borrowers and/or their Subsidiaries (to the extent not otherwise
excluded by the definition of a Material Adverse Effect) may be taken into account in determining whether a Material Adverse Effect has
occurred or is occurring; (b) the ability of the Borrowers to perform their obligations under the Loan Documents; or (c) the validity
or enforceability of the Loan Documents or the rights and remedies of the Agent, or the Lenders under any Loan Document (including, but
not limited to, the enforceability or priority of any liens granted to the Agent under the Loan Documents).

 

“Material Alteration”
means any Alteration to be performed by or on behalf of a Borrower or Subsidiary Owner at any Hotel Property that is reasonably expected
to materially and adversely affect the operations thereof.



     18


     


    

“Material Property
Agreement” means, with respect to each Real Estate Asset, each hotel management agreement, property management agreement, franchise
agreement (including any so-called “manchise” agreements), operating lease, ground lease, Subsidiary Loan Agreement and each
applicable loan document and security instrument (including, relating to any mezzanine loans) related to the applicable Subsidiary Loan
Agreements.

 

“Moody’s”
means Moody’s Investors Service, Inc. or any successor to its rating agency business.

 

“Multiemployer Plan”
means a Plan which is a multiemployer plan, as defined in Section 3(37) of ERISA, to which any Borrower or any ERISA Affiliate had an
obligation to contribute over the five preceding calendar years.

 

“Natural Person”
means a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural
Person.

 

“Net Asset Sale Proceeds”
means, with respect to any Collateral Asset Sale, an amount equal to: (a) Cash payments actually received by or on behalf of any Borrower
from such Collateral Asset Sale (including any Cash actually received by way of deferred payment pursuant to, or by monetization of,
a note, receivable or otherwise (including by way of a milestone payment, as applicable), but, in each case, only as and when received),
minus (b) (i) income or gains taxes payable by the seller as a result of any gain recognized in connection with such Collateral
Asset Sale, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any claim allowed by the
Bankruptcy Court in the Chapter 11 Cases relating to Indebtedness or any other obligation (other than the Loans) that is secured by a
Lien on the stock or assets in question, that is senior to the DIP Liens, and that is required to be repaid under the terms thereof as
a result of such Collateral Asset Sale and (iii) any direct, bona fide, out-of-pocket transaction costs (including, without limitation,
any underwriting, brokerage or other customary selling commissions, reasonable legal, advisory and other fees and expenses (including
title and recording expenses), associated therewith and sales, VAT, transfer and similar taxes arising therefrom) incurred in connection
with any sale of such assets to the extent paid or payable to non-Affiliates.

 

“Net Equity Proceeds”
means an amount equal to any Cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, a Borrower, net of
underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees
and expenses, in each case solely to the extent such discounts, commissions, costs, fees and expenses are paid to non-Affiliates.

 

“Net Insurance/Condemnation
Proceeds” means an amount equal to: (a) any Cash payments or proceeds actually received by a Borrower (i) under any casualty,
business interruption or “key man” insurance policies in respect of any covered loss thereunder, or (ii) as a result of the
taking of any assets of the Borrower by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to
a sale of any such assets to a purchaser with such power under threat of such a taking, minus (b) (i) any actual and reasonable
costs incurred by the Borrower in connection with the adjustment or settlement of any claims of such Borrower in respect thereof, (ii)
income or gains taxes, if any, payable by the Borrower as a result of any gain recognized in connection with the receipt of any such
proceeds and (iii) required payments of Indebtedness that are secured by a Lien on the assets subject to such loss or condemnation on
a senior basis relative to the Obligations.



     19


     


    

“Note” means
a promissory note in the form of Exhibit B.

 

“Obligations”
means all obligations (whether now existing or hereafter arising, absolute or contingent, joint, several or independent) of every nature
of each Borrower from time to time owed to Agents (including any former Agent), the Lenders or any of them, in each case, under any Loan
Document, whether for principal, interest, fees, expenses, indemnification or otherwise.

 

“OFAC” means
the Office of Foreign Assets Control of the U.S. Department of the Treasury and any successor Governmental Authority.

 

“Organizational Documents”
means (a) with respect to any corporation or company, its certificate, articles supplementary, memorandum or articles of incorporation
or organization and its by-laws, (b) with respect to any limited partnership, its certificate or declaration of limited partnership and
its partnership agreement, (c) with respect to any general partnership, its partnership agreement, (d) with respect to any limited liability
company, its certificate or articles of organization or formation and its operating agreement, and (e) with respect to any other entity,
its functionally equivalent charter and organizational documents. In the event any term or condition of this Agreement or any other Loan
Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference
to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

 

“Other Connection Taxes”
means, with respect to any Lender or Agent, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction
imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations
under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced
any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

 

“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording, filing or other similar Taxes arising from any
payment made hereunder or from the execution, delivery, performance, registration or enforcement of, from the receipt or perfection of
a security interest under, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.18).

 

“Paid in Full”
and “Payment in Full” mean, with respect to any or all of the Obligations that either (1) a Common Stock Conversion
has occurred and all unfunded Commitments have terminated therewith (for avoidance of doubt, in accordance with the Approved Plan) and
all accrued and unpaid costs and expenses payable by Borrower to any Agent or Lender pursuant to any Loan Document, whether or not demand
has been made therefor, including any and all indemnification and reimbursement claims that have been asserted by any such Person prior
to such time, have been indefeasibly paid in full, or (2) each of the following events has occurred, as applicable: (a) the indefeasible
payment or repayment in full in immediately available funds of (i) the principal amount of all outstanding Loans, (ii) all accrued and
unpaid interest, fees, premiums or other charges owing in respect of any Loan or unfunded Commitment or otherwise under any Loan Document,
including the Make-Whole Amount (if applicable), and (iii) all accrued and unpaid costs and expenses payable by any Borrower to any Agent
or Lender pursuant to any Loan Document, whether or not demand has been made therefor, including any and all indemnification and reimbursement
claims that have been asserted by any such Person prior to such time; (b) the indefeasible payment or repayment in full in immediately
available funds of all other outstanding Obligations, other than unasserted contingent indemnification and contingent reimbursement obligations;
and (c) the termination of all unfunded Commitments.



     20


     


    

“Participant Register”
has the meaning set forth in Section 10.6(h)(i).

 

“PATRIOT Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001).

 

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

 

“Pension Plan”
means any Plan, other than a Multiemployer Plan, which is subject to Title IV of ERISA or Sections 412 and 430 of the Internal Revenue
Code or Section 302 of ERISA.

 

“Permitted Priority
Liens” has the meaning set forth in Section 2.19(a)(i).

 

“Permitted Variances”
means, for any Testing Period, a variance for disbursements from the DIP Budget not exceeding 105% on a line-item basis of the projected
disbursements for the corresponding period set forth in the DIP Budget; provided, that in the event that the disbursements for
any line-item in the most recent Testing Period is less than the amount projected in the DIP Budget for such line-item for such disbursements
during such Testing Period (the amount by which such disbursements are less than the amount projected being a “Disbursement
Carryover Amount”), such Disbursement Carryover Amount shall be included as an additional Permitted Variance for such line-item
for any subsequent Testing Period. For the avoidance of doubt, the Borrowers’ Professional Fees and amounts due from the Borrowers
under Section 10.2 shall not be limited to the line-item amount set forth in the DIP Budget and any variance of the actual Borrowers’
Professional Fees from the projected disbursement amount in the DIP Budget shall not be tested under Section 5.16.

 

“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability
partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts
or other organizations, whether or not legal entities, and Governmental Authorities.

 

“Petition Date”
means the date on which the Borrowers commenced their Chapter 11 Cases.

 

“Plan” means
any “employee benefit plan,” as defined in Section 3(3) of ERISA, which is (currently or hereafter), or within the prior
six years was, maintained or contributed to by any Borrower or, with respect to any such plan that is subject to Section 302 of ERISA
or Title IV of ERISA or Section 412 of the Code, any of their ERISA Affiliates, or with respect to which any Borrower or any of their
ERISA Affiliates, has any liability.



     21


     


    

“Plan Effective Date”
has the meaning set forth in Section 5.19(g).

 

“Pledge
and Security Agreement” means that certain pledge and security agreement among the Borrowers and the Collateral Agent, dated
as of May [__], 2021, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

 

“Post-Petition”
means any date or time after the Petition Date.

 

“Pre-Petition Indebtedness”
has the meaning set forth in Section 6.1(c).

 

“Principal Office”
means Administrative Agent’s “Principal Office” as set forth on Appendix B, or such other office or office of
a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to the Borrower, Administrative
Agent and each Lender; provided, however, that for the purpose of making any payment on the Obligations or any other amount
due hereunder or any other Loan Document, the Principal Office of Administrative Agent shall be Trimont Real Estate Advisors, LLC; One
Alliance Center; 3500 Lenox Road, Suite G1; Atlanta, Georgia 30326 (Attn: Servicing Department) (or such other location as Administrative
Agent may from time to time designate in writing to the Borrower and each Lender).

 

“Pro Rata Share”
means with respect to all payments and computations relating to the Loans of any Lender, the percentage obtained by dividing (a) the
Loan Exposure of that Lender, by (b) the aggregate Loan Exposure of all Lenders. For all other purposes with respect to each Lender,
 “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Loan Exposure and
unfunded Commitments of that Lender, by (B) an amount equal to the sum of the aggregate Loan Exposure and unfunded Commitments of all
Lenders.

 

“Professional Fee Trust
Account” has the meaning set forth in the DIP Financing Orders.

 

“Professional Person”
means a Person who is an attorney, financial advisor, accountant, appraiser, monitor, auctioneer or other professional person and who
is retained, with Bankruptcy Court approval, by (a) the Borrowers pursuant to any one or more of Sections 327, 328(a) and 363 of the
Bankruptcy Code or (b) any Creditors’ Committee pursuant to Section 1103(a) of the Bankruptcy Code.

 

“Prohibited Change
of Control” means (a) a change in the majority of the board of directors of HIT, (b) any termination of the Redeemable Preferred
Share, (c) the failure of HITOP to be Wholly-Owned by HIT (other than any interest of Initial Lender therein in its capacity as a preferred
equity investor therein), (d) the failure of each Subsidiary Owner (other than BSE/AH Blacksburg Hotel, L.L.C., BSE/AH Blacksburg Hotel
Operator, L.L.C. and TCA Block 7 Hotel, L.L.C.) to be directly or indirectly Wholly-Owned by HIT and HITOP, (e) the failure of BSE/AH
Blacksburg Hotel, L.L.C. or BSE/AH Blacksburg Hotel Operator, L.L.C. to be indirectly owned 56.6% by HIT and HITOP or (f) the failure
of TCA Block 7 Hotel, L.L.C. to be indirectly owned 30.5323% by HIT and HITOP.



     22


     


    

“Property”
means with respect to any Person, all real and personal property of such Person, including: (a) all cash, money, cash equivalents, Deposit
Accounts, Securities Accounts, accounts, other receivables, chattel paper, contract rights, goods and inventory (wherever located), instruments,
documents, securities (whether or not marketable) and investment property (including all of the issued and outstanding Capital Stock
of each of its Subsidiaries), equity interests, furniture, fixtures, equipment, franchise rights, Intellectual Property, general intangibles
of any kind, rights to the payment of money (including tax refunds and any other extraordinary payments , supporting obligations, guarantees,
letter of credit rights, commercial tort claims, causes of action and all substitutions, books and records related to the foregoing,
and accessions and proceeds of the foregoing, wherever located, including insurance or other proceeds; (b) all owned real property, all
leased real property, all rents and leases from any real property interests, and all other proceeds of real property; (c) subject to
the entry of a Final DIP Financing Order, the proceeds of any avoidance actions brought pursuant to sections 502(d), 544, 545, 547, 548,
549 (except as set forth in clause (d) below), 551, 553(b), 732(2) or 742(2) of the Bankruptcy Code; (d) the proceeds of any avoidance
actions brought pursuant to section 549 of the Bankruptcy Code to recover any Post-Petition transfer of the Collateral or Post-Petition
transfer of proceeds of the Loans; and (e) subject to the entry of a Final DIP Financing Order, the Borrowers’ rights under section
506(c) of the Bankruptcy Code and the proceeds thereof. For the avoidance of doubt, the Collateral shall include all the foregoing rights,
property, claims and interests (other than, for the avoidance of doubt, Excluded Assets and other assets excluded under Section 2.2 of
the Pledge and Security Agreement), without regard as to whether such rights, property, claims and interests came into the Borrowers’
Estates, or otherwise arose, after the Petition Date.

 

“Real Estate Asset”
means any real property (including all buildings, fixtures or other improvements located thereon) now or hereafter owned, leased, operated
or used by any Borrower or any Subsidiary Owner, including the Hotel Properties.

 

“Redeemable Preferred
Share” means the sole authorized and outstanding share of the series of preferred stock of HIT issued pursuant to HIT’s
Organizational Documents.

 

“REIT Status”
means, with respect to any Person, (a) the qualification of such Person as a real estate investment trust under the provisions of Sections
856 et seq. of the Internal Revenue Code and (b) the applicability to such Person and its shareholders of the method of taxation provided
for in Sections 857 et seq. of the Internal Revenue Code.

 

“Register”
has the meaning set forth in Section 2.4(b).

 

“Regulation T”
means Regulation T of the Board of Governors and all official rulings and interpretations thereunder or thereof.

 

“Regulation U”
means Regulation U of the Board of Governors and all official rulings and interpretations thereunder or thereof.

 

“Regulation X”
means Regulation X of the Board of Governors and all official rulings and interpretations thereunder or thereof.



     23


     


    

“Related Fund”
means any Fund that is managed, advised or administered by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or affiliate of
an entity that manages, administers or advises a Lender.

 

“Related Matter”
means (a) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the Lenders’
agreement to make Credit Extensions or any syndication of the DIP Facility, or the use or intended use of the proceeds thereof), any
amendments, waivers or consents with respect to any provision of this Agreement or any of the other Loan Documents, or any enforcement
of any of the Loan Documents (including any sale of, collection from or other realization upon any of the Collateral) or any other act
or omission or event occurring in connection therewith, (b) any Loan or the use or proposed use of the DIP Loan Proceeds; (c) any Environmental
Claim or any Hazardous Substances Activity relating to or arising from, directly or indirectly, any past or present activity, operation,
land ownership or practice of any Borrower, or (d) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing clauses (a)–(c), whether based on contract, tort or any other theory, whether brought by a third party
or by any Borrower and regardless of whether any Indemnitee is a party thereto.

 

“Related Parties”
means, in respect of any Person, any of the officers, directors, employees, agents, attorneys, representatives, subsidiaries, Affiliates
or shareholders of such Person.

 

“Release”
means, with respect to any Hazardous Substance, any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping or disposing into or through the environment (including the abandonment or discarding of barrels,
containers and other closed receptacles containing regulated amounts of any Hazardous Substance).

 

“Remediation”
means any response, remedial removal or corrective action; any activity to clean up, detoxify, decontaminate, contain or otherwise remediate
any Hazardous Substance; any actions to remedy or mitigate any Release of any Hazardous Substance; and any action to comply with any
Environmental Laws or with the terms and conditions of any Environmental Permits.

 

“Reorganized Company”
means “Reorganized HIT” as defined in and as effectuated in accordance with the Approved Plan.

 

“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the 30-day notice period is waived
under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043, with respect to a Pension Plan.

 

“Representative Borrower”
has the meaning set forth in Section 10.1(d).

 

“Requisite Lenders”
means, at any time, Lenders having or holding Loans and unfunded Commitments representing in the aggregate more than 50% of the sum of
all Loan Exposure and unfunded Commitments at such time; provided that, for so long as the Initial Lender holds any Loans or undrawn
Commitment, Requisite Lenders shall mean the Initial Lender.



     24


     


    

“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 

“Restricted Payment”
means (a) any dividend, other distribution or liquidation preference, direct or indirect, on account of any shares of any class of Capital
Stock of the Borrowers or any Subsidiary of Borrower now or hereafter outstanding, to the holders of that class; (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class
of Capital Stock of any of the Borrowers (or any direct or indirect parent thereof) or any Subsidiary of Borrower now or hereafter outstanding;
and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares
of any class of Capital Stock of any of the Borrowers (or any direct or indirect parent thereof) or of any Subsidiary of Borrower now
or hereafter outstanding.

 

“Restructuring Support
Agreement” means that certain Restructuring Support Agreement, dated May 19, 2021, by and among the Borrowers and the Initial
Lender (as amended, restated, supplemented or otherwise modified from time to time).

 

“S&P”
means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.

 

“Sanctioned Country”
means a country or territory with which dealings are broadly and comprehensively prohibited under any Sanctions (as of the Closing Date,
the Crimea region of Ukraine, Cuba, Iran, North Korea and Syria).

 

“Sanctioned Person”
means, at any time, any Person with whom dealings are restricted, prohibited or sanctionable under any Sanctions, including (a) any Person
listed in any Sanctions related list of designated Persons maintained by the United States (including OFAC, the U.S. Department of the
Treasury or the U.S. Department of State), the United Nations Security Council, the European Union, Her Majesty’s Treasury of the
United Kingdom or any other relevant sanctions authority, (b) any Person located, operating, organized or resident in a Sanctioned Country
or (c) any Person owned or controlled, directly or indirectly, by any Person described in clause (a) or (b) of this definition.

 

“Sanctions”
means economic, financial or trade sanctions, laws, regulations or restrictive measures, or trade embargoes, imposed, administered or
enforced by the United States Government (including without limitation, sanctions administered or enforced by the United States Department
of Treasury’s Office of Foreign Assets Control), the United Nations Security Council, the European Union, Her Majesty’s Treasury
of the United Kingdom or any other relevant sanctions authority, including any other governmental or regulatory authority, institution
or agency which administers economic, financial or trade sanctions laws, regulations, trade embargoes or restrictive measures applicable
to any Borrower or any of its Subsidiaries, any Lender or the Agents.

 

“Second Day Orders”
means orders in the Chapter 11 Cases approving relief requested by the Borrowers in “second day” pleadings.



     25


     


    

“Securities”
means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing
agreement or arrangement, options, warrants, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase
or acquire, any of the foregoing, including any derivatives.

 

“Securities Account”
means any “securities account” as defined in Article 8 of the UCC and any “commodity account” as defined in Article
9 of the UCC.

 

“Securities Account
Control Agreement” means, with respect to a Securities Account, an agreement in form and substance reasonably satisfactory
to Collateral Agent that (a) is entered into among Collateral Agent, the Securities Intermediary at which the applicable Securities Account
is maintained and the Borrower having rights in or to the underlying financial assets credited to or maintained in such Securities Account,
and (b) is effective for Collateral Agent to obtain “control” (within the meaning of Articles 8 and 9 of the UCC) of such
Securities Account.

 

“Securities Act”
means the Securities Act of 1933.

 

“Securities Intermediary”
means any “securities intermediary” or “commodity intermediary” as such terms are defined in the UCC.

 

“Scheduled Maturity
Date” shall mean November 25, 20211.

 

“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business
entity (a) the accounts of which would be consolidated with those of such Person in such Person’s consolidated financial statements
if such financial statements were prepared in accordance with GAAP or (b) directly or indirectly, of which more than 50% of the total
voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in
the election of the Person or Persons (whether Directors, managers, trustees or other Persons performing similar functions) having the
power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly,
by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the
percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying
share” of the former Person shall be deemed to be outstanding; provided, further, that for the purposes hereof, BSE/AH
Blacksburg Hotel, L.L.C., BSE/AH Blacksburg Hotel Operator, L.L.C. and TCA Block 7 Hotel, L.L.C. shall be deemed Subsidiaries of Borrower.

 

 





1 NTD: Insert 6 month
anniversary of the Closing Date



     26


     


    

“Subsidiary Loan Agreements”
means collectively, (a) that certain Loan Agreement, dated as of May 1, 2019, between certain of the Borrowers’ subsidiaries, as
borrower, and Wells Fargo Bank, National Association, as trustee for the benefit of the certificate holders of HPLY Trust 2019-HIT, Commercial
Mortgage Pass-Through Certificates, Series 2019-HIT and the RR Interest Owners, and with the Borrowers as guarantors, as amended, assigned
and otherwise modified to date; (b) that certain Mezzanine A Loan Agreement, dated as of May 1, 2019, between certain of the Borrowers’
subsidiaries, as borrower, and Nonghyup Bank, as trustee of Meritz Private Real Estate Fund 20, and with the Borrowers as guarantors,
as amended, assigned and otherwise modified to date; (c) that certain Mezzanine B Loan Agreement, dated May 1, 2019, between certain
of the Borrowers’ subsidiaries, as borrower, and CC6 Investments Ltd. and NC Garnet Fund, L.P., as amended, assigned and otherwise
modified to date; (d) that certain Loan Agreement, dated as of October 6, 2015, entered into by and between certain subsidiaries of the
Borrowers as borrowers, and Wilmington Trust, National Association, as trustee for the benefit of the holders of COMM 2015-LC23 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, in such capacity, and on behalf of any related serviced companion loan noteholders,
as lender, and HIT as guarantor, as amended, assigned and otherwise modified to date; (e) that certain Second Amended and Restated Term
Loan Agreement, dated as of April 27, 2017, entered into by and between certain subsidiaries of the Borrowers, as borrowers, Citibank,
as administrative agent and collateral agent, the lenders party thereto from time to time, and the Borrowers as guarantors, as amended,
assigned and otherwise modified to date; (f) that certain Loan Agreement, dated as of May 20, 2015, entered into by and among BSE/AH
Blacksburg Hotel, L.L.C., BSE/AH Blacksburg Hotel Operator, L.L.C., subsidiaries of the Borrowers, as borrowers, Wilmington Trust, National
Association, as Trustee, for the benefit of the holders of COMM 2015-CCRE24 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
as lender, and HIT as guarantor, as amended, assigned and otherwise modified to date; and (g) that certain Loan Agreement, dated as of
April 8, 2014, entered into by and between TCA Block 7 Hotel, L.L.C., a less than majority-owned subsidiary of the Borrowers, as borrower,
U.S. Bank National Association, as Trustee, for the benefit of the holders of COMM 2014-CCRE17 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, as lender, and HIT and certain other parties as guarantors, as amended, assigned and otherwise modified to date.

 

“Subsidiary Owner”
means each Person that is a “Borrower”, “Individual Borrower”, “Operating Lessee”, “TRS Lessee”,
 “Pledgor” or “Leasehold Pledgor”, in each case, as defined in the Subsidiary Loan Agreements, and any other owner
or operator of any Hotel Property that is a Subsidiary or the Borrowers.

 

“Subsidiary Owner Indebtedness”
shall have the meaning set forth in Section 6.1(d).

 

“Super-priority Claim”
means a claim against a Borrower in any of the Chapter 11 Cases, which is an administrative expense claim having priority and right to
payment over all other administrative expenses and unsecured claims against such Borrower of any kind or nature, whether now existing
or hereafter arising, including all administrative expenses of the kind specified in or arising or ordered under sections 105, 326, 328,
330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113 and 1114 of the Bankruptcy Code.

 

“Synthetic
Lease” means, as applied to any Person, (a) any lease (including leases that may be terminated by the lessee at any time) of
any property by that Person as lessee (i) that is accounted for as an operating lease under GAAP and (ii) in respect of which the lessee
retains or obtains ownership of the property so leased for U.S. federal income tax purposes, and (b) any (i) synthetic, off-balance sheet
or tax retention lease, or (ii) agreement for the use or possession of property, in each case under this clause (b), creating obligations
that do not appear on the balance sheet of such Person but that, upon the application of any Debtor Relief Laws to such Person, would
be characterized as indebtedness of such Person (without regard to accounting treatment).



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“Tax” means
any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest, penalties and
other additions thereto) in the nature of a tax imposed, levied, collected, withheld or assessed by any Governmental Authority.

 

“Termination Date”
means the earliest date to occur of: (a) the Scheduled Maturity Date, (b) the date the DIP Facility is accelerated upon the occurrence
of an Event of Default or otherwise, (c) the first Business Day on which the Interim DIP Financing Order expires by its terms or is terminated,
unless the Final DIP Financing Order has been entered and becomes effective prior thereto; (d) the conversion of any of the Chapter 11
Cases to a case under Chapter 7 of the Bankruptcy Code unless otherwise consented to in writing by the Agent and the Requisite Lenders;
(e) dismissal of any of the Chapter 11 Cases, unless otherwise consented to in writing by the Agent and the Requisite Lenders; (f) the
date on which a sale of all or substantially all of the assets of the Borrowers is consummated, pursuant to section 363 of the Bankruptcy
Code or otherwise (unless done pursuant to an Approved Plan); (g) the date of repayment in cash in full by the Borrowers of all Obligations
and termination of the unfunded Commitments in accordance with the terms hereof; and (h) the effective date of any Borrower’s plan
of reorganization confirmed in the Chapter 11 Cases.

 

“Testing Period”
means, with respect to each DIP Budget Variance Report required to be delivered on a Variance Report Date, the prior two-week period
ending immediately prior to such Variance Report Date; provided that, the Testing Period for the initial DIP Budget Variance Report shall
commence on the Petition Date.

 

“Treasury Rate”
means, as of any date of determination, the weekly average rounded to the nearest 1/100th of a percentage point (for the most recently
completed week for which such information is available as of the date that is two (2) Business Days prior to such date) of the yield
to maturity of United States Treasury Securities with a constant maturity (as compiled and published in Federal Reserve Statistical Release
H.15 with respect to each applicable day during such week or, if such Statistical Release is no longer published, any publicly available
source of similar market data) most nearly equal to the period from such date of determination to the date that is six (6) months following
the Closing Date; provided, however, that if the period from such date of determination to the date that is six (6) months following
the Closing Date is not equal to the constant maturity of a United States Treasury Security for which such a yield is given, the Treasury
Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United
States Treasury Securities for which such yields are given, except that if the period from the date of determination to the date that
is six (6) months following the Closing Date is less than one year, the weekly average yield on actually traded United States Treasury
Securities adjusted to a constant maturity of one year shall be used.

 

“U.S.”
means the United States of America.

 

“UCC” means
the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York
or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent
it governs the perfection or priority of any Lien on or otherwise with regard to any item or items of Collateral.



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“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated
by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.

 

“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

 

“Updated DIP Budget”
has the meaning set forth in the definition of “DIP Budget”.

 

“Use” means,
with respect to any Hazardous Substance, generation, manufacture, processing, distribution, handling, possession, use, discharge, placement,
treatment, disposal, transportation, disposition, removal, abatement, recycling or storage.

 

“Variance Report Date”
has the meaning set forth in Section 5.1(f).

 

“WARN” has
the meaning set forth in Section 4.11.

 

“Wholly-Owned”
means, in reference to any Subsidiary of a specified Person, that 100% of the Capital Stock of such Subsidiary (other than (x) Directors’
qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) is owned, directly or indirectly,
by such Person and/or one or more of such specified Person’s other Subsidiaries that also qualify as Wholly-Owned Subsidiaries
under this definition.

 

“Withholding Agent”
means the Borrowers and the Administrative Agent.

 

“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.

 

1.2       Accounting
Terms, Financials Statements, Calculations, Etc.   Except as otherwise expressly provided herein, all accounting terms
not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Notwithstanding anything to the contrary
in this Agreement, for purposes of determining compliance with any basket, incremental feature, test or condition under any provision
of this Agreement or any other Loan Document, no Borrower may retroactively divide, classify, re-classify or otherwise deem or treat
a historical transaction as having occurred in reliance on a basket or exception that was not available at the time of such historical
transaction or if and to the extent that such basket or exception was relied upon for any later transaction. When used herein, the term
 “financial statements” shall be construed to include all notes and schedules thereto. Whenever the term “the Borrower”
is used in respect of a financial covenant or a related definition, they shall be construed to mean “the Borrower and its Subsidiaries
on a consolidated basis” unless the context clearly requires otherwise. Except as otherwise provided therein, this Section 1.2
shall apply equally to each other Loan Document as if fully set forth therein, mutatis mutandis.



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1.3         Interpretation,
Etc.   Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the
plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix,
a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. Any requirement for a referenced agreement,
instrument, certificate or other document to be “substantially” in the form of an Appendix, Schedule or Exhibit hereto means
that such referenced document shall be in the form of such Appendix, Schedule or Exhibit with such modifications to such form as are
approved by Administrative Agent, and, in the case of any Collateral Document, Collateral Agent, in each case in such Agent’s sole
discretion. The words “hereof,” “hereunder,” “hereby” and words of similar import used in this Agreement
refer to this Agreement as a whole and not to any particular provision of this Agreement. The use herein of the words “include”
or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting
language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general
statement, term or matter. The use herein of the words “continuing,” “continuance,” “existing” or
any words of similar import or derivatives of any such words in reference to any Event of Default means that such Event of Default has
not been expressly waived. The word “will” shall be construed as having the same meaning and effect as the word “shall.”
The words “assets” and “property” shall be construed as having the same meaning and effect and to refer to any
and all tangible and intangible assets and properties of any relevant Person or Persons. The terms lease and license shall be construed
to include sub-lease and sub-license. Whenever the context may require, any pronoun shall be construed to include the corresponding masculine,
feminine and neuter forms. References to Persons include their respective permitted successors and assigns. Except as otherwise expressly
provided herein, references to statutes, legislative acts, laws, regulations and rules shall be deemed to refer to such statutes, acts,
laws, regulations and rules as in effect from time to time, including any amendments of the same and any successor statutes, acts, laws,
regulations and rules, unless any such reference is expressly limited to refer to any statute, act, law, regulation or rule “as
in effect on” a specified date. Except as otherwise expressly provided herein, any reference in or to this Agreement, any other
Loan Document, or any other agreement, instrument or other document shall be construed to refer to the referenced agreement, instrument
or document as assigned, amended, restated, supplemented or otherwise modified from time to time, in each case in accordance with the
express terms of this Agreement and any other relevant Loan Document unless such reference is expressly limited to refer to such agreement,
instrument or other document “as in effect on” a specified date. If any payment to be made or action to be taken by a Borrower
shall fall due or shall be required to be taken, as applicable, on a day that is not a Business Day, such payment shall be due or such
action shall be taken, as applicable, on the next succeeding Business Day. Except as otherwise provided therein, this Section 1.3
shall apply equally to each other Loan Document as if fully set forth therein, mutatis mutandis.



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SECTION
2. LOANS 

 

2.1         Loans.

 

(a)        Loan
Commitments. Subject to the terms and conditions of this Agreement, including the entry and terms of the DIP Financing Orders and
the satisfaction of the other applicable conditions precedent set forth in Section 3, the Lenders agree to make available to the
Borrower Loans in an amount not to exceed each Lender’s Pro Rata Share of the applicable Commitment from time to time during the
term of this Agreement as described in this Section 2.1(a), subject to the Final Advance Cap. Any amount borrowed under this Section
2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.9, 2.10, and 2.11, all
amounts owed hereunder with respect to the Loans shall be Paid in Full no later than the Termination Date. Each Lender’s Loan Commitment
shall be (A) permanently reduced on a dollar-for-dollar basis by the aggregate principal amount of any Loans made by such Lender in accordance
with this Section 2.1(a), (B) terminated in full upon the Termination Date and (C) terminated in full to the extent done so pursuant
to Section 8.2.

 

(i)         Interim
Availability. Upon the occurrence of the Closing Date, and subject to the satisfaction of the conditions precedent set forth in Section
3, the Initial Lender agrees to make Loans to the Borrowers to be used in accordance with Section 2.3, in an amount not to
exceed the Interim Funding Amount.

 

(ii)   
    Final Availability. Upon entry of the Final DIP Financing Order and subject to the satisfaction of the other
applicable conditions precedent set forth in Section 3.2, the Lenders severally agree to make additional Loans to the Borrowers
to be used in accordance with Section 2.3, in an amount not to exceed such Lenders’ respective Pro Rata Share of any amount
of the then-remaining unfunded Commitments, subject to the Final Advance Cap.

 

(b)          Reserved.

 

(c)          Borrowing
Mechanics for Loans.

 

(i)           Loans
shall be made in an aggregate minimum amount of US$5,000,000 and integral multiples of US$1,000,000 in excess of that amount. Subject
to the terms hereof, the Lenders shall not be obligated to make any more than three (3) advances as follows: (A) a maximum of two (2)
advances in the aggregate principal amount of the Interim Funding Amount, during the period from and after the Closing Date and prior
to the date on which the Final DIP Financing Order is entered and (B) a maximum of one (1) advance from and after the date that the Final
DIP Financing Order is entered and prior to the Termination Date up to an amount equal to the amount of the remaining unfunded Commitments,
provided, that the advance made pursuant to this clause (B) (the “Final Advance”), shall not exceed the Final
Advance Cap Amount (the “Final Advance Cap”). Notwithstanding the foregoing, and so long as no Default or Event of
Default has occurred and is continuing and the conditions in Section 3.2 are satisfied, Borrower may request advances hereunder
to the extent required to fund the Professional Fee Trust Account in accordance with the DIP Financing Orders to the extent of any unfunded
Commitments up to the Interim Funding Amount prior to the entry of the Final DIP Financing Order, and to the extent of the remaining
unfunded Commitments thereafter.



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(ii)                
The Representative Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than
12:00 p.m. (New York City time) within the time periods set forth in Section 3.2(a)(i) (or such later date as the Administrative
Agent and Lenders funding Loans on such Credit Date may agree). Promptly upon receipt by Administrative Agent of any Funding Notice,
Administrative Agent shall notify each Lender of the proposed borrowing.


 

(iii)         Each
Lender shall make its Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the applicable Credit
Date, by wire transfer of same day funds in Dollars, at Administrative Agent’s clearing account at Wells Fargo Bank, National Association,
Account No. 2000025192043. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make
the proceeds of the Loans available to the Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal
to the proceeds of all such Loans received by Administrative Agent from Lenders (less any agreed upon amounts to be retained for
payments allocable under Section 2.3(a)(iv) and 2.3(a)(v)) to be credited to the account of the Borrower in accordance
with Section 2.1(d), provided that the Administrative Agent may assume such satisfaction or waiver unless otherwise advised by
a Lender prior to making such proceeds available.

 

(d)      
   Deposit of Loan Proceeds. All DIP Loan Proceeds (less any agreed upon amounts to be retained for payments allocable
under Section 2.3(a)(iv) and 2.3(a)(v)) shall be deposited into a Controlled Account in the name of Representative Borrower
located at Wells Fargo Bank, National Association, Account No. 4143384733 (the “Disbursement Account”) on the applicable
Credit Date. Amounts in the Disbursement Account shall only be withdrawn to fund amounts in accordance with the DIP Budget and in accordance
with the use of proceeds restrictions set forth in Section 2.3.

 

2.2         Pro
Rata Share; Availability of Funds.

 

(a)          Pro
Rata Share. All Loans shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Share, it being
understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a
Loan requested hereunder nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender
in such other Lender’s obligation to make a Loan requested hereunder. Each Lender shall be obligated to make the Loans provided
to be made by it hereunder, regardless of the failure of any other Lender to make its Loans.



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(b)          Availability
of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender
does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative
Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent
may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding amount on such Credit Date.
If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled
to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until
the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors
among banks. In the event that (i) Administrative Agent declines to make a requested amount available to the Borrower until such time
as all applicable Lenders have made payment to Administrative Agent, (ii) a Lender fails to fund to Administrative Agent all or any portion
of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement, and (iii) such Lender’s
failure results in Administrative Agent failing to make a corresponding amount available to the Borrower on the Credit Date, at Administrative
Agent’s option, such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans
for the period commencing with the time specified in this Agreement for receipt of payment by the Borrower through and including the
time of the Borrower’s receipt of the requested amount. If such Lender does not pay such corresponding amount forthwith upon Administrative
Agent’s demand therefor, Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding
amount to Administrative Agent. Nothing in this Section 2.2(b) shall be deemed to relieve any Lender from its obligation to fulfill
its Loan Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by
such Lender hereunder.

 

2.3         Use
of Proceeds.

 

(a)          Loan
Proceeds. The Borrowers shall use the proceeds from the Loans (the “DIP Loan Proceeds”) and the Cash Collateral
for only the following purposes, in each case subject to the DIP Budget and the DIP Financing Orders:

 

(i)   
       for working capital and general corporate purposes of the Borrowers;

 

(ii)   
     contributions to the Subsidiary Owners in aggregate amount not to exceed US$10,000,000 (the “Subsidiary Contribution
Funds”), provided, that (A) such Subsidiary Contribution Funds shall be used in accordance with, and for the specific
purposes set forth in, the DIP Budget (which DIP Budget shall reflect the amounts and dates when due of any expenses paid using Subsidiary
Contribution Funds), (B) such Subsidiary Contribution Funds shall be used for such specified purposes within two (2) Business Days of
contribution to any Subsidiary of Borrower and (C) Borrower shall certify to the Lenders in the relevant DIP Budget Variance Report that
such Subsidiary Contribution Funds were used to pay such specified expenses;

 

(iii)   
     pay interest, premiums and fees payable hereunder and under the other Loan Documents;

 

(iv)        to
pay costs, fees and expenses incurred by the Agents and the Lenders, in each case, in connection with the Loan Documents and the Restructuring
Support Agreement as provided herein, including as provided in Section 10.2;



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(v)   
     to make payments in respect of the Creditors’ Committee Professional Fees;

 

(vi)   
    to pay restructuring costs and Borrowers’ Professional Fees relating solely to the Borrowers’ Chapter 11 Cases;
and

 

(vii)   
   to fund the Professional Fee Trust Account.

 

(b)         Notwithstanding
anything to the contrary in this Agreement, no DIP Loan Proceeds, Cash Collateral nor fees, costs and expenses in respect of the Carve-Out
may be used in any manner to:

 

(i)          make
contributions or loans to any Subsidiary of the Borrowers or to pay for any expenses, debt service, loans or other liabilities or obligations
of any Person, including any Subsidiary of the Borrowers, in each case, except in accordance with Section 2.3(a)(ii);

 

(ii)         object,
contest or raise any defense to the validity, perfection, priority, extent or enforceability of any amount due under, or the Liens or
security interests granted under, the Loan Documents;

 

(iii)        investigate,
initiate, assert or prosecute any claims or defenses or commence any cause of action against any Agent or any Lender, or any of each
of their Related Parties under or relating to this Agreement or any other Loan Document; or

 

(iv)       prevent,
hinder or delay, whether directly or indirectly, Collateral Agent’s assertion or enforcement of its Liens on the Collateral, or
its efforts to realize upon any Collateral under the Loan Documents or exercise any other rights and remedies under the Loan Documents
or applicable law.

 

2.4          Evidence
of Debt; Register; Lenders’ Books and Records; Notes.

 

(a)          Lenders’
Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of the Borrowers
to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation
shall be conclusive and binding on the Borrowers, absent manifest error; provided, that, the failure to make any such recordation,
or any error in such recordation, shall not affect the Borrower’s Obligations in respect of any Loan; and provided, further,
in the event of any inconsistency between the Register and any Lender’s records, the recordation in the Register shall govern.

 

(b)          Register.
Administrative Agent (or its agent or sub agent appointed by it) shall maintain at its Principal Office a register for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”). The Register shall be available for
inspection by the Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans, and (ii) the identity
of the other Lenders (but not any information with respect to such other Lenders’ Loans)) at any reasonable time and from time
to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Loans in
accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans,
and any such recordation shall be conclusive and binding on each Borrower and each Lender, absent manifest error; provided, that
failure to make any such recordation, or any error in such recordation, shall not affect any Borrower’s Obligations in respect
of any Loan. Each Borrower hereby designates Administrative Agent to serve as such Borrower’s non-fiduciary agent solely for purposes
of maintaining the Register as provided in this Section 2.4 and Section 10.6, and such Borrower hereby agrees that, to
the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, Directors, employees, agents, sub-agents,
and affiliates shall constitute “Indemnitees.”



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(c)          Notes.
At the request of any Lender at any time, the Borrowers shall execute and deliver a Note or Notes to such Lender (and/or, if applicable
and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) to evidence such
Lender’s Loans.

 

2.5         Interest
on Loans.

 

(a)         Except
as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the applicable Credit Date until
the maturity (whether by acceleration or otherwise) thereof at a rate per annum equal to 15.00%.

 

(b)       
  Interest payable pursuant to Section 2.5(a) shall be computed on the basis of a 365/366-day year, for the actual number
of days elapsed from (and including) the last occurring Interest Payment Date (or if no Interest Payment Date has yet occurred, the Closing
Date) to, but excluding, the immediately succeeding Interest Payment Date (the “Interest Accrual Period”). In computing
interest on any Loan, the date of the making of such Loan and the last Interest Payment Date with respect to such Loan shall be included,
and the date of payment of such Loan shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one
day’s interest shall be paid on that Loan.

 

(c)         Except
as otherwise set forth herein, interest on each Loan shall accrue on a daily basis and shall be payable (i) in kind in arrears on each
Interest Payment Date, and such interest shall be capitalized and added to the principal amount of such Loan on such date; (ii) in cash
upon any prepayment of such Loan, whether voluntary or mandatory, in accordance with Section 2.13(a)(iii); and (iii) in cash at
the maturity of the Loans (other than with respect to a Common Stock Conversion). From and after each applicable Interest Payment Date,
any and all interest paid in kind shall constitute and increase the outstanding principal amount of the Loans for all purposes under
this Agreement, and shall bear interest in accordance with the provisions of this Agreement applicable to the Loans.

 

2.6         [Reserved].

 

2.7         Default
Interest.   Upon the occurrence of an Event of Default, the principal amount of all Loans outstanding and, to the
extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter
bear interest (including Post-Petition interest in any proceeding under any Debtor Relief Laws) at a rate that is 2.0% per annum in excess
of the interest rate otherwise payable hereunder with respect to the Loans (the “Default Rate”) and shall be payable
(i) in kind in arrears on each Interest Payment Date, and such interest shall be capitalized and added to the principal amount of such
Loan on such date; (ii) in cash upon any prepayment of such Loan, whether voluntary or mandatory, in accordance with Section 2.13(a)(ii);
and (iii) in cash at the maturity of the Loans (other than with respect to a Common Stock Conversion).



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2.8             
Agent Fee. The Borrowers shall pay to the Agent the fees as set forth on Exhibit B to the Agent Fee Letter on the following
dates: (i) on the Closing Date, the one-time set-up fee in the amount of $3,000 and the first installment of the monthly fee, in the
amount of $6,000 and (ii) on the dates commencing each thirty (30) day period after the Closing Date, an amount equal to $6,000 in respect
of the monthly fee. Such fees shall in all respects be fully earned when paid and non-refundable and non-creditable thereafter.


 


 

2.9         Repayments.
To the extent not previously repaid, the Borrower shall repay to the Lenders on the Termination Date in cash the aggregate principal
amount of all Loans and all other Obligations outstanding on such date, including all accrued and unpaid interest thereon and any outstanding
fees; provided, that the Obligations will be deemed satisfied in full and discharged in the event that the Obligations are converted
into common stock of the Reorganized Company in accordance with the Approved Plan (the “Common Stock Conversion”).
Except in connection with a Common Stock Conversion, any confirmation order entered in the Chapter 11 Cases will not discharge or otherwise
affect in any way any of the obligations of the Borrowers to pay the Obligations in accordance with the Loan Documents.

 

2.10     
   Voluntary Prepayments.

 

(a)       At
any time and from time to time the Borrower shall have the right to prepay the Loans on any Business Day in whole or in part and, if
in part, in an aggregate minimum amount of US$1,000,000 and integral multiples of US$100,000 in excess thereof, plus the Make-Whole Amount
(if applicable), fees and compensation otherwise owing to Lenders under this Agreement.

 

(b)      All
such voluntary prepayments shall be made upon not less than two (2) Business Days’ prior written notice (or such shorter period
as is otherwise agreed to by Administrative Agent), given to Administrative Agent by 12:00 p.m. (New York City time) on the date required.
Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment
date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.13(a) with respect to Loans.
Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing may be, if expressly so stated to
be, contingent upon the consummation of such refinancing and may be revoked by the Borrower in the event such refinancing is not consummated.



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2.11       Mandatory
Prepayments.

 

(a)          Asset
Sales.

 

(i)          No
later than the third Business Day following the date of receipt by any Borrower of any Net Asset Sale Proceeds (it being understood that
such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), such Borrower
shall prepay the Obligations as set forth in Section 2.13(a) in an aggregate amount equal to such Net Asset Sale Proceeds.

 

(ii)         No
later than the third Business Day following the date of receipt by any Borrower of any net cash proceeds of sales or other dispositions
of any Property or any assets of any Subsidiary of such Borrower to the extent such proceeds are permitted to be distributed to such
Borrower under the applicable Subsidiary Loan Agreements, such Borrower shall prepay the Obligations as set forth in Section 2.13(a)
in an aggregate amount equal to the amount of such net cash proceeds received (it being understood that, to the extent such proceeds
are permitted under the applicable Subsidiary Loan Agreement to be distributed to the equity holders of the Subsidiary Owners, then such
Borrower shall cause the applicable Subsidiaries to so distribute such amounts to such Borrower);

 

(b)          Insurance/Condemnation
Proceeds.

 

(i)          No
later than the third Business Day following the date of receipt by any Borrower of any Net Insurance/Condemnation Proceeds (it being
understood that such Net Insurance/Condemnation Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt
thereof), such Borrower shall prepay the Obligations as set forth in Section 2.13(a) in an aggregate amount equal to such Net
Insurance/Condemnation Proceeds.

 

(ii)         No
later than the third Business Day following the date of receipt by any Borrower of any insurance proceeds or the cash proceeds of any
condemnation award paid on an account of any loss or condemnation of any Property or any assets of any Subsidiary of Borrower, to the
extent such proceeds are permitted to be distributed to the Borrowers under the applicable Subsidiary Loan Agreements, such Borrower
shall prepay the Obligations as set forth in Section 2.13(a) in an aggregate amount equal to the amount of such proceeds received
(it being understood that, to the extent such proceeds are permitted to be distributed under the applicable Material Property Agreements
to the equity holders of the Subsidiary Owners, then such Borrower shall cause the applicable Subsidiaries to so distribute such amounts
to Borrower).

 

(c)       
  Issuance of Equity Securities. On the date of receipt by any Borrower of any Net Equity Proceeds (it being understood that
any such Net Equity Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), excluding any
such Net Equity Proceeds used for purposes approved in writing by the Lenders in their sole discretion, the Borrower shall prepay the
Obligations as set forth in Section 2.13(a) in an aggregate amount equal to 100% of such Net Equity Proceeds.

 

(d)        Incurrence
of Debt. On the date of receipt by any Borrower of any Cash proceeds (it being understood that any such Cash proceeds shall be deposited
into a Controlled Account on the same Business Day as receipt thereof) from the incurrence of any Indebtedness by any Borrower, excluding
any Cash proceeds received with respect to any Indebtedness permitted to be incurred pursuant to Section 6.1, such Borrower shall
prepay the Obligations as set forth in Section 2.13(a) in an aggregate amount equal to 100% of such Cash proceeds, net of underwriting
discounts, accounting, investment banking or broker fees and sales commissions and other reasonable costs and expenses associated therewith,
in each case, paid to non-Affiliates, including reasonable legal fees and expenses.



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(e)        Prepayment
Certificate. Concurrently with any prepayment of the Loans pursuant to Sections 2.11(a) through (d), the Borrowers
shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable
net proceeds, Make-Whole Amount (with respect to Section 2.11(d)) fees and compensation otherwise owing to Lenders under this
Agreement, if any, as the case may be. In the event that the Borrower shall subsequently determine that the actual amount received exceeded
the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Loans in an amount equal to
such excess, and the Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating
the derivation of such excess.

 

2.12       Make-Whole
Payment. In the event that (a) all or any portion of the Loans are repaid (or repriced or effectively refinanced through any amendment
to the DIP Facility) other than in connection with a mandatory repayment under Section 2.11(b) or (b) all or any portion of the
Commitments are voluntarily reduced or terminated, in each case (i) prior to the Scheduled Maturity Date (except in connection with an
Approved Plan) and (ii) in connection with (A) any financing or refinancing of the Loans provided by any Person who is not Lender or
an Affiliate of Lender or an acquisition by any Person who is not Lender or an Affiliate of Lender of any direct or indirect interest
in any Borrower or any Subsidiaries of any Borrower, or (B) the exercise by any Borrower of its right to terminate the Restructuring
Support Agreement under Section 11.1(a)(iii) thereof, then such prepayment of the Loans and/or reduction or termination of the Commitments
shall be accompanied by the payment of the Make-Whole Amount.

 

2.13       Application
of Prepayments.

 

(a)          Prepayments.
Any prepayments of Loans pursuant to Sections 2.10 or 2.11 shall be applied, subject to any obligation to fund the Professional
Fee Trust Account pursuant to the DIP Financing Orders, as follows:

 

(i)           first,
to the payment of that portion of the Obligations constituting fees, indemnities and all expenses specified in Section 10.2, in
each case to the full extent thereof, payable in accordance with the Loan Documents to the Agent in its capacity as such and to the Lenders,
in accordance with their respective Pro Rata Share in proportion to respective amounts described in this clause first payable
to them;

 

(ii)          second,
to the payment of that portion of the Obligations constituting any accrued and unpaid interest on the Loans payable at the Default Rate,
if any, to the Lenders in accordance with their respective Pro Rata Share in proportion to respective amounts described in this clause
second payable to them;



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(iii)       third,
to the payment of that portion of the Obligations constituting any accrued and unpaid interest (other than Default Rate interest payable
pursuant to clause second) on the Loans to the Lenders in accordance with their respective Pro Rata Share in proportion to respective
amounts described in this clause third payable to them;

 

(iv)   
    fourth, to the payment of the Make-Whole Amount, if applicable;

 

(v)        fifth,
to the payment of that portion of the Obligations constituting unpaid principal in respect of the Loans to the Lenders in accordance
with their respective Pro Rata Share (in accordance with the respective outstanding principal amounts thereof); and

 

(vi)       sixth,
to the payment of any other outstanding Obligations.

 

2.14       General
Provisions Regarding Payments.

 

(a)           Except
as otherwise provided herein, all payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars
(other than in the event of the Common Stock Conversion) in immediately available funds, without defense, recoupment, set-off or counterclaim,
free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date
due by wire transfer to an account designated by Administrative Agent from time to time that is maintained by Administrative Agent or
its Affiliates for the account of the Lenders or Administrative Agent. For purposes of computing interest and fees, funds received by
Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business
Day.

 

(b)           All
payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued, uncapitalized interest, if applicable,
and the Make-Whole Amount (to the extent applicable) on any principal amount being repaid or prepaid, and all such payments shall be
applied in accordance with Sections 2.13(a)(i) through 2.13(a)(vi).

 

(c)           Administrative
Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate
in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest made hereunder, together
with all other amounts due thereto (including such Lender’s Pro Rata Share of the Make-Whole Amount, if applicable), including
all fees payable with respect thereto, to the extent received by Administrative Agent.

 

(d)          Whenever
any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder.

 

(e)           Administrative
Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York
City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the
later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give prompt
written notice to the Borrower and each applicable Lender if any payment is non-conforming. Any non-conforming payment may constitute
or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any
principal as to which a non-conforming payment is made at the Default Rate from the date such amount was due and payable until the date
such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable
Business Day).



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(f)       
  If an Event of Default shall have occurred and not otherwise been waived, and the Obligations have become due and payable in full
hereunder, whether by acceleration, maturity or otherwise, all payments or proceeds received by any Agent hereunder or under any Collateral
Document in respect of any of the Obligations, including all proceeds received by any Agent in respect of any sale, any collection from,
or other realization upon all or any part of the Collateral, shall be applied, subject to Section 10.7, in full or in part as
follows: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation
to each Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by any Agent in connection
therewith, and all amounts for which any Agent is entitled to indemnification hereunder or under any Collateral Document (in its capacity
as an Agent and not as a Lender), and to the payment of all costs and expenses paid or incurred by any Agent in connection with the exercise
of any right or remedy hereunder or under any Collateral Document, all in accordance with the terms hereof or thereof; second,
to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders; and third,
to the extent of any excess of such proceeds, to the payment to or upon the order of the grantor of the Collateral or to whosoever may
be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

 

2.15       Ratable
Sharing. Lenders hereby agree among themselves that, if any of them shall, whether by voluntary payment
(other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right
of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise,
or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion
of the aggregate amount of principal, interest, amounts payable in respect of fees and any other amounts then due and owing to such Lender
hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater
than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving
such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b)
apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that
all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided,
if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon
the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower
expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights
of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower with respect
to that participation as fully as if that holder were a direct creditor of Borrower in the amount of such participation. The provisions
of this Section 2.15 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with
the express terms of any Loan Document or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation
in any of its Loans or other Obligations owed to it.



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2.16       Increased
Costs; Capital Adequacy.

 

(a)          Compensation
for Increased Costs and Taxes. In the event that any Lender shall determine (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto) that any Change in Law: (i) subjects such Lender to any additional Taxes (other
than (1) any Taxes imposed on or measured by net income of such Lender or that are franchise Taxes or branch profits Taxes, (2) Indemnified
Taxes or (3) Taxes described in clauses (a) through (d) of the definition of Excluded Taxes) with respect to this Agreement or any of
the other Loan Documents or any of its Obligations hereunder or thereunder or any payments to such Lender of principal, interest, fees
or other amount payable hereunder; (ii) imposes, modifies or deems applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;
or (iii) imposes on such Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this
Agreement or Loans made by such Lender; and the result of any of the foregoing is to increase the cost to such Lender of making, continuing
or maintaining any Loan or of maintaining its obligation to make any such Loan or to reduce the amount of any sum received or receivable
by such Lender (whether of principal, interest or any other amount); then, in any such case, the Borrower shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased
rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be
necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender
shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis
for calculating the additional amounts owed to such Lender under this Section 2.16(a), which statement shall be conclusive and binding
upon all parties hereto absent manifest error.

 

(b)       
     Capital Adequacy and Liquidity Adjustment. In the event that any Lender shall have determined (which determination
shall, absent manifest error be final and conclusive and binding upon all parties hereto) that (i) any Change in Law regarding capital
adequacy or liquidity, or (ii) compliance by any Lender (or its applicable lending office) or any company controlling such Lender with
any Change in Law regarding capital adequacy or liquidity, has or would have the effect of reducing the rate of return on the capital
of such Lender or any company controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or other obligations
hereunder with respect to the Loans to a level below that which such Lender or such controlling company could have achieved but for such
Change in Law (taking into consideration the policies of such Lender or such controlling company with regard to capital adequacy and
liquidity), then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred
to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such
controlling company for such reduction. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement,
setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.16(b),
which statement shall be conclusive and binding upon all parties hereto absent manifest error.



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(c)          Delay
in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.16 shall not constitute
a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate
a Lender pursuant to this Section 2.16 for any increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions,
and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive
effect thereof).

 

2.17       Taxes;
Withholding, Etc.

 

(a)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers hereunder and under the other Loan Documents
shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined
in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment
by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is
an Indemnified Tax, then the sum payable by the applicable Borrower shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the Lender or the
Agent, as applicable, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

 

(b)          Evidence
of Exemption From U.S. Withholding Tax. Any Lender that is entitled to an exemption from or reduction of U.S. withholding Tax with
respect to payments made under this Agreement or under the other Loan Documents shall deliver to Borrower and Administrative Agent prior
to funding or otherwise acquiring an interest in any Loan, and at the time or times thereafter upon reasonable request of Borrower or
Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as
will permit such payments to be made without withholding or at a reduced rate of withholding, including Internal Revenue Service Forms
W-8 or W-9 and customary certificates (each, a “U.S. Tax Compliance Certificate”) to establish an exemption under
the “portfolio interest exemption” substantially in the form of Exhibit F-1, F-2, F-3, or F-4, as applicable. In addition,
any Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether
or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in
the preceding two sentences, the completion, execution and submission of such documentation (other than the applicable Internal Revenue
Service Form W-8 or W-9 or U.S. Tax Compliance Certificate) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal
or commercial position of such Lender. Each Lender agrees that if any form or certification it previously delivered pursuant to this
Section 2.17 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly
notify the Borrower and Administrative Agent in writing of its legal inability to do so.



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(c)       
FATCA. If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower or Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
reasonably requested by the Borrower or Administrative Agent as may be necessary for the Borrower and Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or
to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (c), “FATCA” shall
include any amendments made to FATCA after the date hereof.

 

(d)        Payment
of Other Taxes by the Borrower. Without limiting the provisions of Section 2.17(b), the Borrower shall timely pay all Other
Taxes to the relevant Governmental Authorities in accordance with applicable law. The Borrower shall deliver to Administrative Agent
official receipts or other evidence of such payment reasonably satisfactory to Administrative Agent in respect of any Other Taxes payable
hereunder promptly after payment of such Other Taxes.

 

(e)         Indemnification
by Borrowers. Without duplication of any amounts paid pursuant to Section 2.17(a), the Borrowers shall indemnify Administrative
Agent and any Lender, within 10 calendar days after demand therefor, for the full amount of any Indemnified Taxes (including any Indemnified
Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) paid or payable by Administrative Agent
or Lender or any of their respective Affiliates, as applicable, or required to be withheld or deducted from a payment to Administrative
Agent or Lender or any of their respective Affiliates, as applicable, (in each case, excluding penalties and interest attributable solely
to the gross negligence or willful misconduct of the applicable recipient) and any reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Borrower (with a copy to Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of any Lender, shall be conclusive absent manifest error.


 


(f)          Indemnification
by the Lenders. Each Lender shall severally indemnify Administrative Agent, within 10 calendar days after demand therefor, for (i)
any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified Administrative
Agent therefor and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure
to comply with the provisions of Section 10.6(h)(i) relating to the maintenance of a Participant Register and (iii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender
by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set-off and
apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to such
Lender from any other source against any amount due to Administrative Agent under this paragraph (f).





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(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any
Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant
to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding
anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position
than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
paragraph (g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating
to its Taxes that it deems confidential) to the indemnifying party or any other Person.

 

(h)          Evidence
of Payments. As soon as practicable after any payment of Taxes by any Borrower to a Governmental Authority pursuant to this Section
2.17, such Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to Administrative Agent.

 

(i)       
    Defined Terms. For purposes of this Section 2.17, the term “applicable law” includes FATCA.

 

(j)       
  Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment,
satisfaction or discharge of all obligations under any Loan Document.



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2.18       Obligation
to Mitigate. Each Lender agrees that, if such Lender requests payment under Section 2.16 or 2.17, then such Lender
will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use
reasonable efforts to make, fund or maintain its Credit Extensions, through another office of such Lender if, as a result thereof, the
additional amounts payable to such Lender pursuant to Section 2.16 or 2.17, as the case may be, in the future would be
eliminated or reduced and if, as determined by such Lender in its sole discretion, the making, funding or maintaining of Loans through
such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the
interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section
2.18 unless the Borrowers agree to pay all reasonable and documented incremental expenses incurred by such Lender as a result of
utilizing such other office as described above. A certificate as to the amount of any such incremental expenses payable by the Borrowers
pursuant to this Section 2.18 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender
to the Borrowers (with a copy to Administrative Agent) shall be conclusive absent manifest error.

 

2.19       Security
and Priority. The Payment in Full of all Obligations, will be secured as provided in the Collateral Documents. Each DIP Secured Party,
by its acceptance thereof, consents and agrees to the terms of the Collateral Documents as the same may be in effect or may be amended
from time to time in accordance with their respective terms. Each of the Borrowers consents and agrees to be bound by the terms of the
Collateral Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance
therewith. Each of the Borrowers will take any and all actions required by the Collateral Documents to create and maintain, as security
for the Obligations, a valid and enforceable perfected Lien in and on all the Collateral in favor of the Collateral Agent for the benefit
of the DIP Secured Parties with the Lien priority required below.

 

(a)       
    The Liens on the Collateral (for the avoidance of doubt, the Collateral shall not include any Excluded Assets or other assets
excluded under Section 2.2 of the Pledge and Security Agreement) consist of:

 

(i)        pursuant
to section 364(c)(2) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully perfected first priority security interest
and Lien on all Collateral that, as of the Petition Date, was not subject to a valid, perfected and non-avoidable Lien (including valid
liens in existence on the Petition Date that are perfected after the Petition Date as permitted by section 546(b) of the Bankruptcy Code
(the “Permitted Priority Liens”)) and the proceeds (as defined under the UCC) thereof; and

 

(ii)       pursuant
to section 364(c)(3) of the Bankruptcy Code, a valid, binding, continuing, enforceable, fully perfected junior security interest and
Lien on all Collateral, which shall be junior to any Permitted Priority Liens.

 

(b)       
   Pursuant to the terms of the DIP Financing Orders, all Obligations under this Agreement shall (i) pursuant to section 364(c)(1)
of the Bankruptcy Code, be entitled to Super-priority Claim status in the Chapter 11 Case of each Borrower (together with the Liens on
the Collateral, the “DIP Protections”), which shall be senior to all other administrative expense claims and unsecured
claims now existing or hereafter arising under the Bankruptcy Code, subject only to the terms of the DIP Financing Orders and subject
and subordinate in priority of payment only to prior payment of the Carve-Out and (ii) not be subject to the equitable doctrine of marshaling.



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(c)       Subject
to the entry of the Final DIP Financing Order, the DIP Protections shall not be subject to any rights, claims, charges or Liens arising
under section 506(c) of the Bankruptcy Code. The DIP Protections shall survive any conversion of any of the Chapter 11 Cases to a case
under Chapter 7 of the Bankruptcy Code or the dismissal of any of the Chapter 11 Cases.

 

(d)       The
Administrative Agent (at the direction of the Lenders) shall be entitled to challenge the amount, validity and perfection of any Lien
or security interest filed against any Borrower that relates to the Collateral that purports to be senior to any Lien thereon, including,
but not limited to, any Lien or security interest that, if found to be valid, enforceable, non-revocable and perfected, would constitute
a Permitted Priority Lien.

 

SECTION
3. CONDITIONS PRECEDENT

 

3.1         Conditions
to Credit Extension on Closing Date. The obligation of the Initial Lender to make a Credit Extension on the Closing Date is subject
to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions, on or before the Closing Date:

 

(a)       Loan
Documents. Administrative Agent and the Initial Lender shall have each received copies of each Loan Document, in each case executed
and delivered by the Borrower and each other Person party thereto and in form and substance satisfactory to the Initial Lender and Administrative
Agent.

 

(b)       Organizational
Documents; Incumbency. Administrative Agent shall have received from each Borrower: (i) copies of its Organizational Documents and,
to the extent applicable, certified as of a recent date by the appropriate Governmental Authority of the state of its incorporation or
organization, and certified by an Authorized Officer of such Borrower to be true and correct as of the Closing Date; (ii) incumbency
certificates of the Authorized Officers of such Borrower who execute the Loan Documents to which the Borrowers are a party; (iii) resolutions
of the board of directors (or similar governing body) of each Borrower approving and authorizing the execution, delivery and performance
of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date,
certified as of the Closing Date by an Authorized Officer as being in full force and effect without modification or amendment; and (iv)
a good standing certificate from the applicable Governmental Authority of each Borrower’s jurisdiction of incorporation, organization
or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business (except to the
extent that the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect), each dated a recent date
prior to the Closing Date.

 

(c)       Organizational
Structure. The organizational structure and capital structure of the Borrower and its Subsidiaries shall be as set forth on Schedule
3.1(c).

 

(d)       Opinions
of Counsel to Borrowers. The Agents and the Initial Lender shall have received executed copies of the favorable written and customary
opinions of counsel for Borrowers as to authority, authorization, execution and delivery of the Loan Documents, no conflicts with respect
to Organizational Documents and applicable law (subject to entry of the Interim DIP Financing Order), pledge and perfection of Liens
on the Collateral in favor of the Collateral Agent for the benefit of the DIP Secured Parties, and other customary matters, in each case,
dated as of the Closing Date and in form and substance reasonably satisfactory to the Agents and the Initial Lender.

 



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(e)       Interim
DIP Order. (i) The Bankruptcy Court shall have entered the Interim DIP Financing Order within five (5) days following the Petition
Date, which Interim DIP Financing Order (1) shall be in full force and effect and in form and substance satisfactory to Administrative
Agent and Initial Lender in their sole discretion, and (2) shall not have been reversed, modified, amended, stayed, vacated or subject
to a stay pending appeal, without the prior written consent of Administrative Agent and Initial Lender and each Borrower shall be in
compliance with such order.

 

(f)        Compliance
With Order. The Borrowers shall be in compliance in all material respects with the Interim DIP Financing Order.

 

(g)       First
Day Motions and Proposed Orders. No later than two (2) days prior to the Petition Date, Administrative Agent and Initial Lender shall
have received copies of all proposed “first day” pleadings and proposed orders in the Chapter 11 Cases (such proposed orders,
the “First Day Orders”), including cash management, wages, insurance, taxes, schedule and ordinary course trade payments
to be filed with the Bankruptcy Court in connection with the commencement of the Chapter 11 Cases. The cash management order and all
other orders approving material “first day” motions entered by the Bankruptcy Court shall be in form and substance reasonably
satisfactory to the Administrative Agent and the Initial Lender and the relief requested by the Borrowers in the First Day Orders and
related pleadings shall be reasonably acceptable in form and substance to the Initial Lender.

 

(h)       Orders
Regarding Other First Day Motions. Orders approving all other non-material “first day” motions shall have been approved
by the Bankruptcy Court and entered in form and substance reasonably acceptable to the Administrative Agent and the Initial Lender.

 

(i)        Fees
and Expenses. The Borrower shall have paid all fees payable on or before the Closing Date referred to in Section 2.8 and all
costs and expenses payable pursuant to Section 10.2 or otherwise required to be paid or reimbursed to Agents and the Initial Lender,
including all reasonable and documented out-of-pocket fees of legal counsel, financial advisors and other professionals to the Agents
and the Initial Lender.

 

(j)        Collateral.
Collateral Agent and the Initial Lender shall have received, in each case, in form and substance satisfactory to Collateral Agent and
the Initial Lender, (i) executed copies of any Deposit Account Control Agreements reasonably requested by the Initial Lender and (ii)
each other Collateral Document required for perfection of the Liens on the Collateral reasonably requested by the Initial Lender.

 

(k)       Perfected
Liens. Upon the entry of the Interim DIP Financing Order, the Collateral Agent shall, for the benefit of the DIP Secured Parties,
have valid, perfected and enforceable liens on, and security interests in, the Collateral, in each case having the priorities set forth
in the Interim DIP Financing Order, subject only to the Carve-Out and the Liens permitted by the Loan Documents;



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(l)        DIP
Budget. No later than five (5) days prior to the Petition Date, the Administrative Agent and the Initial Lender shall have received,
in form and substance acceptable to each in its sole discretion, the DIP Budget.

 

(m)      Closing
Date Certificate. Administrative Agent and the Initial Lender shall have received a certificate executed by an Authorized Officer
of each Borrower dated the Closing Date, in the form attached hereto as Exhibit E certifying that each condition under Sections
3.1 and 3.2 have been satisfied as of the date thereof.

 

(n)       No
Litigation. Other than the Chapter 11 Cases, there shall not exist any action, suit, investigation, litigation, proceeding, hearing
or other legal or regulatory developments, pending or threatened in any court (including the Bankruptcy Court) or before any arbitrator
or Governmental Authority, which matter is not subject to the automatic stay in the Chapter 11 Cases and that, in the reasonable opinion
of Administrative Agent, individually or in the aggregate, could be reasonably likely to result in a Material Adverse Effect.

 

(o)       No
Material Adverse Effect. Since the Petition Date, there shall not have occurred or there shall not exist any event, condition, circumstance
or contingency that, individually or in the aggregate, has had or could reasonably be excepted to have a Material Adverse Effect.

 

(p)       Bankruptcy
Plan. Neither the Borrowers shall have executed, entered into or otherwise committed to any “Alternative Transaction”
(as defined in the Restructuring Support Agreement) without the prior written consent of Administrative Agent and Lenders. None of the
Subsidiary Owners shall have executed, entered into or otherwise committed to any “Alternative Transaction” (as defined in
the Restructuring Support Agreement, giving effect to such term. mutadis mutandis, as if it were applicable to the Subsidiary
Owners and the Subsidiary Owners were party to the Restructuring Support Agreement), without the prior written consent of Administrative
Agent and Lenders.

 

(q)       Restructuring
Support Agreement. The Restructuring Support Agreement shall have been executed and delivered by all parties thereto and shall remain
in full force and effect.

 

(r)        Representations
and Warranties. The representations and warranties of the Borrowers contained in the Loan Documents shall be true and correct in
all material respects (or, in the case of any representation and warranty that is qualified as to “Material Adverse Effect”
or otherwise as to “materiality”, in all respects) as of the Closing Date (or as of such earlier date if the representation
or warranty specifically relates to an earlier date).

 

(s)        [Reserved].

 

(t)        Searches.
Administrative Agent shall have received Uniform Commercial Code and litigation searches from each Borrower.

 

(u)       Insurance.
The Administrative Agent shall have received certificates of insurance evidencing all Insurance Policies of the Borrowers and their Subsidiaries.



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(v)          AML;
KYC. Administrative Agent and the Initial Lender shall have received at least three (3) business days prior to the Closing Date information
regarding the Borrower with respect to “know your customer” laws and policies and AML Laws, including the Patriot Act, beneficial
ownership and other similar information, as each shall reasonably request.

 

(w)         Consents.
Borrower and the applicable Subsidiary Owners shall have received the consent of each applicable franchisor and each hotel property manager
for each Hotel Property whose consent is required for the commencement of the Chapter 11 Cases and the consummation of the transactions
contemplated by the Loan Documents (including, without limitation, the realization upon any Collateral by Agent or any Lender and the
consummation of the Common Stock Conversion), as applicable, as set forth on Schedule 3.1(w).

 

3.2         Conditions
to Each Credit Extension.

 

(a)          Conditions
Precedent. The obligation of each Lender to make any Loan on any Credit Date, is subject to the satisfaction, or waiver in accordance
with Section 10.5, of the following conditions precedent:

 


(i)                
Funding Notice. At least (A) three (3) Business Days prior to the initial funding hereunder, and (B) five (5) Business
Days prior to each other Credit Date (or, in each case, such later date as the Administrative Agent and the Lenders funding Loans on
such Credit Date may agree), Administrative Agent shall have received a duly executed Funding Notice, in accordance with Section ‎2.1(c)(ii).


 

(ii)       Representations
and Warranties. The representations and warranties made by the Borrowers herein and in the other Loan Documents shall be true and
correct in all material respects on and as of such Credit Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties
shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, representations
and warranties that already are qualified or modified by materiality in the text thereof shall be true and correct in all respects.

 

(iii)      No
Trustee Appointed. No trustee or examiner having enlarged powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy
Code shall have been appointed with respect to any Borrower or their respective properties in the Chapter 11 Cases.

 

(iv)      No
Default. As of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable
Credit Extension that would constitute an Event of Default or a Default.

 

(v)       Chapter
11 Cases. The Chapter 11 Cases shall not have been dismissed or converted to a case under Chapter 7 of the Bankruptcy Code with respect
to any Borrower.

 

(vi)      DIP
Financing Orders. (1) The Interim DIP Financing Order or the Final DIP Financing Order, as applicable, shall be in full force and
effect and shall not have been reversed, modified, amended, stayed, vacated or subject to a stay pending appeal and (2) the Borrowers
shall be in compliance in all respects with the applicable DIP Financing Order.



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(vii)     Updated
DIP Budget. The Requisite Lenders and Agent shall have received the most recent Updated DIP Budget in accordance with Section
5.1(e).

 

(viii)    Payment
of Fees. The Borrower shall have paid, without duplication all fees due and payable on or before such Credit Date referred to in
Section 2.8 and all costs and expenses due and payable for which invoices have been presented pursuant to Section 10.2
or otherwise required by the Loan Documents and the DIP Financing Orders to be paid or reimbursed to the Agents and the Lenders, including
all reasonable and documented out-of-pocket fees of legal counsel to the Agents and the Lenders.

 

(ix)      Restructuring
Support Agreement. The Restructuring Support Agreement shall be in full force and effect and no “Termination Event” (as
defined in the Restructuring Support Agreement) shall have occurred.

 

(x)       Termination
Date. The Termination Date shall not have occurred.

 

(b)          Each
request for a borrowing of a Loan by any Borrower hereunder shall constitute a representation and warranty by such Borrower as of the
applicable Credit Date that the applicable conditions contained in Section 3 have been satisfied.

 

SECTION
4. REPRESENTATIONS AND WARRANTIES

 

Each
Borrower hereby represents and warrants to the Administrative Agent, on behalf of itself and on behalf of its Subsidiaries, as applicable,
the Collateral Agent, the Initial Lenders on the Closing Date and to the Lenders upon each Credit Date thereafter that:

 

4.1         Organization;
Requisite Power and Authority; Qualification. Each Borrower (a) is duly incorporated or organized, validly existing and in good standing
under the laws of incorporation or organization, as the case may be; (b) has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and to enter into the Loan Documents to which it is a party and to carry out the
transactions contemplated thereby; and (c) is qualified to do business and in good standing in every jurisdiction where its assets are
located and wherever necessary to carry out its business and operations, except for failures to be so qualified or authorized which,
either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

 

4.2         Power;
Authorization; Enforceable Obligations. Each Borrower has the power and authority to execute, deliver and perform under the Loan
Documents to which it is a party and to obtain or guarantee (as applicable) extensions of credit hereunder or thereunder. Each Borrower
has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it
is a party and to authorize the extensions or guarantees (as applicable) of credit on the terms and conditions set forth under the Loan
Documents to which it is a party. Subject to the entry of the DIP Financing Orders, each Loan Document to which any Borrower is a party
on the Closing Date has been duly executed and delivered on behalf of such Borrower and constitutes a legal, valid and binding obligation
of such Borrower, enforceable against such Borrower in accordance with its terms.



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4.3         No
Conflict; Governmental Consents, etc. Subject to approval of the Bankruptcy Court pursuant to the DIP Financing Orders, the execution,
delivery and performance by each Borrower of the Loan Documents to which it is a party and the consummation of the transactions contemplated
by the Loan Documents do not and will not: (a) violate any (i) provision of any law or any governmental rule or regulation applicable
to such Borrower, (ii) provision of the Organizational Documents of the applicable Borrower, or (iii) order, judgment or decree of any
court or other agency of government binding on the applicable Borrower, except with respect to any violation in clause (i) and
(iii) to the extent that such violation could not reasonably be expected to have individually or in the aggregate a Material Adverse
Effect; (b) conflict with, result in a breach of or constitute a default under (i) any Contractual Obligation (other than Contractual
Obligations arising in connection with the Material Property Agreements) of the applicable Borrower or any Subsidiary Owner, except
where the direct or indirect consequences of such breach or default, if any, would not reasonably be expected to result in a Material
Adverse Effect or (ii) any Material Property Agreement; (c) require any approval of stockholders, members or partners of the applicable
Borrower, except for such approvals which have been obtained on or before the Closing Date, (d) require any approval or consent of any
Person under any Contractual Obligation of the applicable Borrower or any Subsidiary Owner, except for such approvals or consents
that will be obtained on or before the Closing Date; or (e) require any registration with, consent or approval of, or notice, or other
action, to, with or by any Governmental Authority, except for the entry of the DIP Financing Orders and filings and recordings
with respect to the Chapter 11 Cases or the Collateral to be made, or otherwise delivered, to the Administrative Agent for filing and/or
recordation, on the Closing Date.

 

4.4         Adverse
Proceedings, etc. Other than (a) the Chapter 11 Cases, (b) any matter set forth in Schedule 4.4 or (c) as stayed upon commencement
of the Chapter 11 Cases, there are no Adverse Proceedings pending or, to the knowledge of any Borrower, threatened in writing against
any Borrower, the Subsidiary Owners or any of their respective properties or revenues that, in each case, could reasonably be expected
to (i) render invalid or void the Loan Documents or the transactions contemplated thereby, (ii) have a Material Adverse Effect or (iii)
result in a breach by Borrower or any Subsidiary Owner of any obligations under any Material Property Agreement.

 

4.5         Payment
of Taxes. Each Borrower, and each Subsidiary of Borrower, has: (a) timely filed, or caused to be timely filed, all income and other
material tax returns that are required to be filed (taking into account all proper extensions) by it and (b) timely paid, or caused to
be paid, all income and other material Taxes required to be paid to any Governmental Authority, except (a) for any Taxes, fees
or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect
to which such Borrower has provided reserves for on its books in conformity with GAAP, (b) to the extent that the failure to make the
payment could not reasonably be expected to result in a Material Adverse Effect or (c) Taxes the payment of which is prohibited, stayed
or excused by the Bankruptcy Code or Bankruptcy Court.



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4.6         Properties.

 

(a)          Title.
Each of the Borrowers and the Subsidiary Owners have, in each applicable case, (i) good record and marketable title to (in the case of
fee interests in real property) and (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property),
all material properties and assets owned by or leased to the Borrowers and/or the Subsidiary Owners (as applicable), subject only to
Liens permitted by Section 6.2.

 

(b)          Intellectual
Property. (i) Each of the Borrowers, to the knowledge of such Borrower, owns, or has a valid and enforceable right, whether express
or implied, to use, all Intellectual Property material to the conduct of their respective businesses as currently conducted; (ii) no
material Adverse Proceeding is pending or has been asserted (or, to the knowledge of any Borrower, threatened in writing), nor does any
Borrower know of any valid basis for any such Adverse Proceeding, by any Person (1) challenging the right of a Borrower to use any Intellectual
Property owned by or licensed to such Borrower, (2) challenging the validity of any Intellectual Property owned or purported to be owned
by a Borrower or (3) claiming infringement, misappropriation or any other violation by a Borrower of any right in Intellectual Property
of any Person, and (iii) to the knowledge of the Borrowers, the operation of the business of each Borrower during the past five years
has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any rights in Intellectual
Property of any Person.

 

4.7         Environmental
Matters. Except for any matters set forth in Schedule 4.7 or that could not reasonably be expected to have a Material Adverse
Effect:

 

(a)          all
uses and operations on the Real Estate Assets, as applicable, by or on behalf of the Borrowers and each Subsidiary of Borrower, as applicable,
comply and have complied in the preceding five (5) year period with all applicable Environmental Laws and Environmental Permits, including
the possession of any Environmental Permits required to operate such Real Estate Assets, as applicable;

 

(b)          there
are no outstanding or pending or, to the knowledge of the Borrower, threatened Environmental Claims;

 

(c)          there
have not been any Releases or presence of, or exposure to any Hazardous Substance (i) from, on, under or at any Real Estate Asset or
(ii) to the knowledge of the Borrowers, migrating toward any Real Estate Asset, that are reasonably likely to form the basis of any Environmental
Claim against Borrowers or any Subsidiary of the Borrowers (or for which Borrowers or any Subsidiary of the Borrowers are liable) or
a requirement for Remediation by Borrowers or any Subsidiary of the Borrowers pursuant to Environmental Law;

 

(d)          no
Liens are presently recorded pursuant to any Environmental Law with respect to any Real Estate Asset and, to the Borrower’s knowledge,
no Governmental Authority has taken, is taking, or has threatened to take any action to subject the Real Estate Assets of any Borrower
or any Hotel Property to Liens under any Environmental Law;

 

(e)          there
are no planned or anticipated material changes to the uses or operations of any Real Estate Asset by the Borrowers or any Subsidiary
of the Borrowers or of which either Borrower is otherwise aware that are reasonably likely to give rise to material liabilities or additional
obligations pursuant to Environmental Law; and



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(f)           there
have been no material environmental investigations, studies, audits, reviews or other analyses conducted by, or that are in the possession
of, any Borrower or any Subsidiary Owner in relation to the Real Estate Assets that have not been made available to the Lenders.

 

4.8         No
Defaults. Except as set forth in Schedule 4.8, neither the Borrowers nor any Subsidiary Owner is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, nor, to
any Borrower’s knowledge, is any counterparty to such Contractual Obligation in default, except for those defaults arising
from or related to the filing of the Chapter 11 Cases for which the Borrowers and/or the applicable Subsidiary Owner(s) have received
satisfactory forbearances or waivers, those defaults for which a Borrower or the applicable Subsidiary Owner, as the case may be, has
received written waivers from the applicable counterparty (with respect to any Material Property Agreement) and otherwise where such
default or defaults, if any, would not reasonably be expected to result in a Material Adverse Effect. No Default or Event of Default
(which has not been waived) has occurred and is continuing.

 

4.9         Governmental
Regulation. No Borrower is subject to regulation under the Investment Company Act of 1940. No Borrower is a “registered investment
company” or a company “controlled” by a “registered investment company” or a “principal underwriter”
of a “registered investment company,” as such terms are defined in the Investment Company Act of 1940. Other than the DIP
Financing Orders, no Borrower nor Subsidiary Owner is subject to any decree, order, judgment or other constraint restricting its use
or disposition of its assets, or its operations, except such constraints as are imposed by the Subsidiary Loan Documents.

 

4.10       Federal
Reserve Regulations; Exchange Act.

 

(a)           No
Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing
or carrying any Margin Stock.

 

(b)          No
portion of the DIP Loan Proceeds has or will be used in any manner, whether directly or indirectly, that causes or could reasonably be
expected to cause such Loan or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of
Governors or any other regulation thereof or to violate the Exchange Act.

 

4.11       Employee
Matters.

 

Except for any matters set forth
in Schedule 4.11 or that could not reasonably be expected to have a Material Adverse Effect,

 

(a)           The
Borrowers and Subsidiary Owners are not engaged in any unfair labor practice, and there is: (i) no unfair labor practice complaint pending
against any Borrower or any Subsidiary Owner, or to the best knowledge of the Borrowers, threatened against any of them before the National
Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is
so pending against any Borrower or any Subsidiary Owner, or, to the best knowledge of the Borrowers, threatened against any of them and
(ii) no strike or concerted work stoppage in existence or threatened involving any Borrower or Subsidiary Owner.



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(b)           (i)
hours worked by and payments made to employees of any Borrower and any Subsidiary Owner have not been in violation of the Fair Labor
Standards Act or any other applicable requirement of law dealing with such matters; (ii) all payments due from the Borrowers and the
Subsidiary Owners on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the corresponding
Borrower or Subsidiary Owner and (iii) no Borrower nor any Subsidiary Owner is party to a collective bargaining agreement, no union representation
question exists with respect to the employees of any Borrower or any Subsidiary Owner and, to the knowledge of the Borrowers, no union
organization activity is taking place.

 

(c)           No
Borrower or Subsidiary Owner has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”)
or any similar federal or state law that remains unpaid or unsatisfied.

 

4.12       ERISA.

 

Except for any matters set forth
in Schedule 4.12 or that could not reasonably be expected to have a Material Adverse Effect:

 

(a)           Each
Borrower represents as follows: (i) each Borrower and each of their respective ERISA Affiliates is in compliance with the applicable
provisions of ERISA and the provisions of the Internal Revenue Code relating to Plans and the regulations and published interpretations
thereunder, and have performed all their obligations under each Plan; (ii) each Plan that is intended to qualify under Section 401(a)
of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Plan
is so qualified and, to the knowledge of the Borrowers, nothing has occurred subsequent to the issuance of such determination letter
that would cause such Plan to lose its qualified status; (iii) no ERISA Event has occurred during the five-year period (or, if shorter,
for the period during which the Plan in question has been in existence) prior to the date on which this representation is made or deemed
made and, as the date on which this representation is made or deemed to be made, no ERISA Event is reasonably expected to occur; and
(iv) except (A) to the extent required under Section 4980B of the Internal Revenue Code or similar state laws or (B) benefits provided
through the end of the month of termination or retirement, no Plan provides health or welfare benefits (through the purchase of insurance
or otherwise) for any retired or former employee of any Borrower or any of its ERISA Affiliates.

 

(b)           Neither
any Borrower nor any ERISA Affiliate sponsors, maintains or has any obligation to contribute to: (i) a Multiemployer Plan or (ii) a Pension
Plan.

 

4.13       Plan
Assets; Prohibited Transactions. No Borrower nor any Subsidiary Owner is an entity deemed to hold “plan assets” within
the meaning of Section 3(42) of ERISA. The execution and delivery of this Agreement and any other Loan Document will not give rise to
any transaction that is subject to the prohibitions of Section 406 of ERISA or Sections 4975(c)(1)(A)-(D) of the Internal Revenue Code
that could subject Administrative Agent or any Lender, on account of any Loan or execution of the Loan Documents hereunder, to any tax
or penalty on prohibited transactions imposed under Section 4975 of the Internal Revenue Code or Section 502(i) of ERISA.



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4.14       Compliance
with Statutes, Etc. Each Borrower and each Subsidiary Owner is in compliance with in all material respects with all applicable Legal
Requirements, except in such instances in which (a) such Legal Requirement is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.

 

4.15       Disclosure.
No representation or warranty of any Borrower contained in any Loan Document or in any other documents, certificates or written statement
furnished to the Administrative Agent or any Lender by or on behalf of a Borrower for use in connection with any Loan Document or the
transactions contemplated hereby contains any material misstatement of fact or omits to state a material fact necessary in order to make
the statements contained herein or therein taken as a whole not materially misleading in light of the circumstances in which the same
were made. There are no facts known (or that should upon the reasonable exercise of diligence be known) by any Borrower (other than matters
of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect
and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for use in connection
with any Loan Document or the transactions contemplated hereby.

 

4.16       Sanctions;
Anticorruption Laws; AML Laws; Etc.

 

(a)           Neither
the Borrowers, any of their Subsidiaries, nor any of the directors, officers or senior management of the Borrowers or their Subsidiaries,
nor, to the knowledge of the Borrowers, any affiliates, agents, employees or representatives acting for or on behalf of the Borrowers
or their Subsidiaries is (i) a Sanctioned Person or (ii) organized, based or resident in a Sanctioned Country. No Borrower or Subsidiary
shall directly or indirectly request an extension of credit under or use the proceeds of the offering of the DIP Facility, or lend, contribute
or otherwise make available such proceeds (i) to or for the benefit of any joint venture partner or other person or entity, for the purpose
of financing the activities or business of, other transactions with or investments in, any individual or entity that is a Sanctioned
Person or that is located, organized or resident in a Sanctioned Country or (ii) in a manner that would cause a violation of, or constitute
sanctionable conduct under, applicable Sanctions, including any such a violation by any party to this agreement. The Borrowers will comply
in all material respects with Sanctions.

 

(b)           Neither
the Borrowers, any of their respective Subsidiaries, any of their directors, officers or employees, nor, to the knowledge of the Borrowers,
any affiliates, agents or representatives acting for or on behalf of the Borrowers or their Subsidiaries has violated or will violate
the U.S. Foreign Corrupt Practices Act, as amended, the U.K. Bribery Act, any laws intended to implement the OECD Convention on Combating
Bribery of Foreign Public Officials or has made or will make a material violation of any other Anticorruption Laws or the AML Laws.

 

(c)           Each
Borrower has established and currently maintains and will maintain policies, procedures and controls that are reasonably designed (and
otherwise comply with applicable law) to promote compliance by each Borrower and their Subsidiaries with the Anticorruption Laws, Sanctions
and the AML Laws.

 

4.17       Use
of Proceeds. The proceeds of the Loans extended under the DIP Facility shall be exclusively used as set forth under Section 2.3.



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4.18       Security
Interest. Upon entry of each of the Interim DIP Financing Order and the Final DIP Financing Order, as applicable, each such DIP Financing
Order shall be effective to create in favor of the Collateral Agent, for the benefit of the DIP Secured Parties, a legal, valid, enforceable
and properly perfected security interest in all right, title and interest of the Borrowers in the Collateral and proceeds thereof, as
and to the extent contemplated by each such DIP Financing Order and the Collateral Documents.

 

4.19       U.S.
Person. For U.S. federal income tax purposes, as of the date hereof, the Borrower is either (i) a “United States person”
(as defined in Section 7701(a)(30) of the Internal Revenue Code) that is not a disregarded entity or (ii) is a disregarded entity and
is owned, directly or indirectly through one or more disregarded entities, by a “United States person” (as defined in Section
7701(a)(30) of the Internal Revenue Code).

 

4.20       DIP
Orders.

 

(a)           Each
of the Interim DIP Financing Order or, at all times after its entry by the Bankruptcy Court, the Final DIP Financing Order, is in full
force and effect, and has not been vacated, reversed, terminated, stayed, modified or amended in any manner without the written consent
of the Requisite Lenders.

 

(b)           Upon
the occurrence of the Termination Date (whether by acceleration or otherwise), the Lenders shall, subject to Section 8 and the
applicable provisions of the relevant DIP Financing Order, be entitled to immediate payment of the Borrower’s Obligations, and
to enforcement of the remedies provided for under the Loan Documents in accordance with the terms thereof and such DIP Financing Order,
as applicable, without further application to or order by the Bankruptcy Court.

 

(c)           If
either the Interim DIP Financing Order or the Final DIP Financing Order is the subject of a pending appeal in any respect, none of such
DIP Financing Order, any Credit Extension by the Lenders or the performance by any Borrower of any of its obligations under any of the
Loan Documents shall be the subject of a presently effective stay pending appeal. The Borrowers, the Agents and the Lenders shall be
entitled to rely in good faith upon the DIP Financing Orders, notwithstanding objection thereto or appeal therefrom by any interested
party. The Borrowers, the Agents and the Lenders shall be permitted and required to perform their respective obligations in compliance
with the Loan Documents notwithstanding any such objection or appeal, unless the relevant DIP Financing Order has been stayed by a court
of competent jurisdiction.

 

4.21       Appointment
of Trustee or Examiner; Liquidation. No order has been entered in either of the Borrowers’ Chapter 11 Cases (a) for the appointment
of a Chapter 11 trustee, (b) for the appointment of a responsible officer or examiner (other than a fee examiner) having enlarged powers
(beyond those set forth under Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1104 of the Bankruptcy Code or (c) to
convert either of the Borrowers’ Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or to dismiss any of the Borrowers’
Chapter 11 Cases.



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4.22       No
Other Insolvency Proceeding. Other than the Chapter 11 Cases, no Borrower is engaged as a debtor party in any Insolvency Proceeding.
No Subsidiary of HITOP is engaged as a debtor party in any Insolvency Proceeding nor contemplating either the filing of a petition by
it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property. Borrower
has not received any written notice or threat of any Person contemplating the filing of any such petition against it or any of its Subsidiaries.

 

4.23       Super-priority
Claims; Liens. Upon the entry of each of the Interim DIP Financing Order and the Final DIP Financing Order, each such DIP Financing
Order and the Loan Documents is sufficient to provide the Super-priority Claims and Liens on the Collateral described in, and with the
priority provided in, Section 2.19.

 

4.24       Real
Estate. As of the Closing Date, Schedule 4.24 contains a true, accurate and complete list of all Real Estate Assets owned
or leased by the Borrowers and the Subsidiary Owners and the nature of the interest therein; provided that nothing herein shall
prejudice any Borrower’s right to reject or assume and assign its interest in any lease, sublease, or assignment of leases.

 

4.25       Material
Property Agreements; Subsidiary Indebtedness. Each Material Property Agreement is in full force and effect, and no Subsidiary Owner
is in default in any material respect in the performance, observance or fulfillment of any of its obligations, covenants or conditions
contained in any Material Property Agreement other than those defaults arising from or related to the filing of the Chapter 11 Cases
for which the Borrowers and/or the applicable Subsidiary Owner(s) have received satisfactory forbearances or waivers or such other defaults
that have been waived in writing by the applicable counterparty as of the Petition Date). Neither Borrower nor any Subsidiary Borrower
is an obligor under any Indebtedness other than (a) the Obligations under the Loan Documents, (b) the Subsidiary Owner Indebtedness and
(c) the Indebtedness of the Subsidiary Owners with respect to the ordinary course operation of their respective Hotel Properties and
which is permitted under the applicable Subsidiary Loan Agreements.

 

4.26       REIT
Status. HIT is organized and operated in a manner that allows it to qualify for REIT Status.

 

4.27       Insurance.
Except as would not reasonably be expected to have a Material Adverse Effect, all of the Insurance Policies are in full force and effect
and neither the Borrower nor any of its Subsidiaries is in default, whether as to payment of premium or otherwise, under the terms of
any such Insurance Policy nor, except as would not be materially adverse to the Borrower and its Subsidiaries, taken as a whole, has
the Borrower or any of its Subsidiaries failed to give any notice or present any material claim under any such insurance in a due and
timely fashion or received written notice of any intent of an insurer to either claim any default on the part of the Borrower or any
of its Subsidiaries or not to renew any policy of insurance on its expiry or to increase any deductible or cost.

 

Notwithstanding anything herein to the contrary,
the representations and warranties contained in Sections 4.3, 4.4, 4.6, 4.7(a), 4.8, 4.22 and
4.25 shall not apply to the GA Tech Owner or the GA Tech Property to the extent that GA Tech Owner has received satisfactory forbearances
and/or waivers from the lenders and administrative agents under the applicable Subsidiary Loan Agreement such that violations under such
Sections do not result in a default under such Subsidiary Loan Agreement.



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SECTION
5. AFFIRMATIVE COVENANTS

 

Each Borrower covenants and
agrees that until Payment in Full of all Obligations, it shall perform, and shall cause each of its Subsidiaries to perform, all applicable
covenants in this Section 5.

 

5.1         Financial
Statements and Other Reports. Unless otherwise provided below, the Borrower will deliver to Administrative Agent and Lenders:

 

(a)           Notice
of Event of Default; Material Adverse Effect. Promptly and in any event within two (2) Business Days after any officer of any Borrower
obtains knowledge thereof, notice (i) of any condition or event that constitutes a Default or an Event of Default or that notice has
been given to such Borrower with respect thereto, (ii) that any Borrower or any Subsidiary Owner has received a notice of default under
any Material Property Agreement or (iii) of the occurrence of any event, circumstance or change that has had, or could reasonably be
expected to have, either individually or in the aggregate, a Material Adverse Effect, which notice shall be accompanied by a certificate
of an Authorized Officer specifying the nature and period of existence of such condition, event or change and the nature of such claimed
Event of Default, Default, event, circumstance or condition, and what action the Borrowers have taken, is taking and proposes to take
with respect thereto;

 

(b)           Notice
of Insolvency Proceeding. Promptly and in any event within one (1) Business Day after any officer, director or senior management
employee of a Borrower obtains knowledge thereof, written notice of the commencement of any Insolvency Proceeding by any Borrower or
any Subsidiary Owner, other than the Chapter 11 Cases;

 

(c)           Notice
of Litigation. Promptly and in any event within three (3) Business Days after any officer of any Borrower obtaining knowledge of
(i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by the Borrowers to the
Lenders or (ii) any development in any Adverse Proceeding that, in the case of either clause (i) or (ii), (1) would reasonably be expected
to result in liability of any Borrower or any one or more Subsidiary Owner in excess of US$500,000, which amount would not be covered
by insurance, (2) in which material injunctive or similar relieve is sought or (3) seeks to enjoin or otherwise prevent the consummation
of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby or is otherwise related to any Loan
Document, written notice thereof together with such other information as may be reasonably available to the Borrowers to enable Lenders
and their counsel to evaluate such matters;

 

(d)           ERISA
and Employment Matters. (i) As soon as possible and in any event within five (5) Business Days after any officer, director or senior
management employee of a Borrower obtains knowledge of the occurrence of any ERISA Event, written notice specifying the nature thereof,
what action the Borrower has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened
by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, (ii) promptly and in any event within ten
(10) calendar days after the same is available to any Borrower, copies of each Schedule B (Actuarial Information) to the annual report
(Form 5500 Series) filed with the Internal Revenue Service with respect to each Pension Plan; and (iii) promptly and in any event within
ten (10) calendar days after any Borrower sends notice of a mass layoff (as defined in WARN) to employees, copies of each such notice
sent by such Borrower;



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(e)           Updated
DIP Budget. At the end of each four-week period commencing on the Petition Date, the Borrower shall deliver to Administrative Agent
and the Lenders an Updated DIP Budget for the current week and the immediately subsequent 12 week period, in substantially the same form
as the Initial DIP Budget (or such other form acceptable to the Lenders). Such Updated DIP Budget shall be in substance reasonably satisfactory
to the Requisite Lenders and shall reconcile the prior calendar month’s actual results with the period to be covered in the Updated
DIP Budget.

 

(f)           Bi-Weekly
Reporting. On the Wednesday of every second calendar week, commencing on the first Wednesday following the Petition Date (each such
Wednesday, a “Variance Report Date”), the Borrowers shall deliver to Administrative Agent and the Lenders (i) a variance
report for the applicable Testing Period certified by the Chief Financial Officer (each, a “DIP Budget Variance Report”)
setting forth any differences between the actual cash receipts and disbursements of the Borrowers and its Subsidiaries for such Testing
Period, on a line-item basis, compared to the projected cash receipts and disbursements set forth for such period in the applicable DIP
Budget, and including explanations for all material variances (such explanations shall include, the degree to which the variance is a
permanent variance from the DIP Budget (if known), the cause of the variance, how the source of such variance will be addressed in subsequent
forecasts (if appropriate) and whether such variance is expected to impact the DIP Budget), (ii) for informational purposes only, and
not for purposes of approval or variance testing required by Section 5.16 hereof, an update of the DIP Budget to reflect the prior
week’s actual cash receipts and disbursements of the Borrowers and Subsidiary Owners, and, as appropriate, an update to the remaining
weeks under the then-current 13-week period. In addition, with respect to the Subsidiary Owners, the Borrowers shall use best efforts
to obtain and deliver to Lender an aged report listing current accounts receivable and current accounts payable on each Variance Report
Date, and in any event the Borrowers shall deliver to Lender (or cause to be delivered to Lender) such aged report listing current accounts
receivable and current accounts payable no less often than once per calendar month.

 

(g)           Notice
of Change in Board of Directors. With reasonable promptness and in any event within three (3) calendar days after such change, written
notice of any change in the Board of Directors of the Borrower;

 

(h)           Insurance
Report. If any material diminution in coverage has occurred or is expected to occur to the insurance maintained by the Borrowers
as required by Section 5.5, then as soon as practicable, one or more certificates from the Borrowers’ insurance broker(s),
in each case in form and substance reasonably satisfactory to the Lenders, outlining all insurance coverage maintained pursuant to Section
5.5 as of the date of such report by the Borrower and its Subsidiaries and all material insurance coverage planned to be maintained
by the Borrower and its Subsidiaries pursuant to Section 5.5;



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(i)           Information
Regarding Change in Collateral. The Borrower will furnish to Collateral Agent and the Lenders prior written notice of any change
(1) in any Borrower’s corporate name, (2) in any Borrower’s identity or corporate structure, (3) in any Borrower’s
jurisdiction of organization or formation or (4) in any Borrower’s Federal Taxpayer Identification Number or state organizational
identification number. The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings
have been made under the UCC or otherwise that are required in order for Collateral Agent to continue at all times following such change
to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents;

 

(j)           Defaults
Under Contractual Obligations and Subsidiary Owner Indebtedness. Promptly and in any event within three Business Days after any officer
of any Borrower obtaining knowledge (i) of any (x) default by any Borrower or any Subsidiary of any Borrower in the payment of any Subsidiary
Owner Indebtedness occurring after the Petition Date, (y) any condition or event that constitutes a default or an event of default under
any Contractual Obligation occurring after the Petition Date that, if not cured or if adversely determined, as the case may be, could
reasonably be expected to have a Material Adverse Effect or (z) any condition or event that constitutes a default or an event of default
under any Material Property Agreement or (ii) that written notice has been given to any Borrower asserting that any such condition or
event has occurred, notice from an Authorized Officer of such Borrower specifying the nature and period of existence of such condition
or event and the nature of such claimed default or event of default, and what action such Borrower has taken, is taking and proposes
to take with respect thereto;

 

(k)          Compliance
with Laws. Promptly and in any event within five (5) calendar days after any officer of any Borrower obtaining knowledge of a material
violation of any applicable law, rule, regulation or order of any Governmental Authority (including all Environmental Laws), notice from
an Authorized Officer of such Borrower specifying the nature of such violation and what action such Borrower or the applicable Subsidiary
Owner has taken, is taking and proposes to take with respect thereto;

 

(l)           Bankruptcy
Matters.

 

(i)        As
soon as practicable in advance of, and (1) in any event no less than five (5) Business Days in advance, prior written notice of any assumption
or rejection of any Borrower’s material contracts or material non-residential real property leases pursuant to Section 365 of the
Bankruptcy Code and (2) in any event no less than three (3) Business Days in advance of filing, copies of all of the Borrower’s
proposed material pleadings and orders in the Chapter 11 Cases affecting the DIP Facility (which pleadings and proposed orders must be
reasonably satisfactory to the Agent and Initial Lender); and

 

(ii)       promptly
after filing or distribution thereof, copies of all other pleadings, motions, applications, judicial information, financial information
and other documents filed by or on behalf of any of the Borrowers with the Bankruptcy Court, or distributed by or on behalf of any Borrower
to any Creditors’ Committee or other statutory committee appointed in the Chapter 11 Cases or any other ad hoc committee,



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(m)          Other
Information. (i) Promptly and in any event within three (3) calendar days of their becoming available, copies of all press releases
and other written statements made available by any Borrower to the public concerning material developments in the business of the Borrowers
or their Subsidiaries, (ii) concurrently with any delivery of financial statements and related information by any Borrower or any Subsidiary
to any creditor (including with respect of the Pre-Petition Indebtedness) that is not otherwise required to be delivered hereunder, copies
of such financial statements and related information, (iii) no later than five (5) Business Days prior to the effectiveness thereof,
copies of substantially final drafts of any proposed material amendment, supplement, waiver or other modification with respect to the
documentation for the Pre-Petition Indebtedness, and (iv) promptly after any request, such other information and data with respect to
any Borrower or any Subsidiary Owner as from time to time may be reasonably requested by Administrative Agent or any Lender.

 

(n)           Subsidiary-Level
Reporting. Promptly and in any event within five (5) calendar days of their becoming available, copies of all notices (other than
non-substantive, administrative, and non-material notices), financial information and other related financial and operational reporting
applicable to the Subsidiary Owners and the Hotel Properties (A) provided by any Borrower or any Subsidiary Owner to any lender, servicer
or administrative agent under any Subsidiary Loan Agreement after the date hereof, (B) provided by any Borrower or any Subsidiary Owner
to any franchisor, hotel manager, property manager or lessor under any other Material Property Agreement after the date hereof or (C)
received by any Borrower or Subsidiary Owner from any lender, servicer, administrative agent, franchisor, hotel manager, property manager
or lessor under any Material Property Agreement after the date hereof.

 

(o)           Other
Reporting. Borrower shall provide to Lender all reports required to be delivered by HITOP to its limited partners and general partners
(including special general partner) pursuant to the limited partnership agreement of HITOP as in effect on the Petition Date. In addition,
Borrower shall provide to Lender so-called “Daily Flash Reports” in form and substance substantially similar to such reports
as were customarily delivered to Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC prior to the date hereof.

 

5.2         Existence.
Subject to the Chapter 11 Cases and except as otherwise permitted under Section 6.7, each Borrower will, and will cause each Subsidiary
Owner to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits necessary
to carry out its business and for continuation of its trade or business.

 

5.3         Payment
of Taxes and Claims. Each Borrower will, and will cause each Subsidiary Owner to, pay, discharge or otherwise satisfy all income
and other material Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises
before any penalty or fine accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for
sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time
when any penalty or fine shall be incurred with respect thereto; provided, that payment of such Tax or claim is not prohibited,
stayed or excused by the Bankruptcy Code or Bankruptcy Court; except, that no such Tax or claim need be paid if (a) it is being contested
in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made therefor or (b) the failure to make the payment could not
reasonably be expected to result in a Material Adverse Effect.



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5.4         Maintenance
of Properties. Each Borrower will, and will cause each Subsidiary Owner to, maintain or cause to be maintained in good repair, working
order and condition, if applicable, ordinary wear and tear excepted, all material properties necessary in the business of the Borrower,
including all Hotel Properties.

 

5.5         Insurance.
Each Borrower shall, and shall cause each of its Subsidiaries to, maintain insurance underwritten by insurers of recognized financial
responsibility, of the types and in the amounts that the Borrower reasonably believes is adequate and customary for its business which
are commercially available at customary rates (the “Insurance Policies”), including insurance covering all Real Estate
Assets and personal Property owned or leased by the Borrower and the Borrower’s Subsidiaries against theft, damage, destruction,
flood and other natural catastrophes as applicable, acts of vandalism, liability insurance and such other risks that may be required
by Legal Requirements or Contractual Obligations (including, without limitation, the Subsidiary Loan Agreements), with such deductibles
as are customary for companies in the same or similar business.

 

5.6         Books
and Records; Inspections. Each Borrower will keep, and will cause its Subsidiaries to keep, proper books of record and accounts in
conformity with GAAP. Each Borrower will permit any authorized representatives designated by any Agent or any Lender to visit and inspect
any of the properties of any Borrower to inspect, copy and take extracts from its and their financial and accounting records, and to
discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable
notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

 

5.7         Lender
Meetings. The Borrowers will and will cause the Chief Financial Officer and other relevant members of management, upon the reasonable
request of any Lender or any of its advisors to participate in a meeting with the Administrative Agent and the Lenders to be held at
such location as may be agreed to by the Borrowers and the Lenders or via conference call, at such time as may be agreed to by the Borrowers
and the Lenders, to discuss the transactions contemplated under the Loan Documents, the DIP Budget Variance Report, the Chapter 11 Cases,
the financial and operational performance of the Borrower, the Subsidiary Owners and the Hotel Properties and such other related matters
as may be reasonably requested with reasonable advance notice by the Requisite Lenders.

 

5.8         Compliance
with Laws; Sanctions and Contractual Obligations. Each Borrower shall, and shall cause each Subsidiary Owner to, comply in all material
respects, and shall use (or cause to be used) commercially reasonable efforts to cause all other Persons, if any, on or occupying any
Real Estate Asset to comply in all material respects, with (a) the requirements of all applicable laws, rules, regulations and orders
of any Governmental Authority (including all Environmental Laws) (it being understood, in the case of any laws, rules, regulations and
orders specifically referred to in any other provision of this Agreement, the Borrowers shall also be required to represent and/or comply
with, as applicable, the express terms of such provision); and (b) the provisions of all Contractual Obligations. With respect to Sanctions,
Anticorruption Laws and AML Laws, each Borrower shall comply with the covenants set forth in Section 4.16. In addition, no Borrowers,
any of their Subsidiaries, nor any director or officer of any Borrower or their Subsidiaries shall be a Sanctioned Person or organized,
based or resident in a Sanctioned Country.



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5.9         Environmental.

 

(a)          Environmental
Disclosure. The Borrowers will deliver to Administrative Agent and Lenders:

 

(i)        as
soon as practicable following receipt thereof, copies of all material environmental written notices, audits, investigations, studies,
reviews, analyses and reports of any kind or character, whether prepared by personnel of the Borrowers or by independent consultants,
Governmental Authorities or any other Persons, with respect to any Environmental Claims, Hazardous Substances Activity, Remediation,
or actual or alleged violations or noncompliance with of Environmental Laws at or affecting any Real Estate Asset, any of which would
reasonably be expected to result in a Material Adverse Effect;

 

(ii)       promptly
upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental
Authority under any applicable Environmental Laws, (2) any Remediation required to be undertaken by the Borrowers or any other Person
in response to (x) any Hazardous Substances Activities the existence of which has a reasonable likelihood to result in one or more Environmental
Claims having, individually or in the aggregate, a Material Adverse Effect, (y) any Environmental Claims that, individually or in the
aggregate, have a reasonable likelihood of resulting in a Material Adverse Effect, and (z) the Borrowers’ actual knowledge of any
occurrence or condition on any real property adjoining or in the vicinity of any Real Estate Asset that would reasonably be expected
to cause such Real Estate Asset or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability
or use thereof under any applicable Environmental Laws;

 

(iii)      as
soon as practicable following the sending or receipt thereof by any Borrower, a copy of any and all written communications with respect
to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable likelihood of giving rise to a Material Adverse
Effect, (2) any Release required to be reported to any Governmental Authority and (3) any written request for information from any Governmental
Authority that evidences that such Governmental Authority is investigating whether any Borrower may be potentially responsible for any
Hazardous Substances Activity;

 

(iv)      prompt
written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by any Borrower that would
reasonably be expected to (x) expose a Borrower or Subsidiary Owner to, or result in, Environmental Claims that could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, or (y) affect the ability of any Borrower or Subsidiary Owner to
maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for its respective operations;
and (2) any proposed action to be taken by any Borrower or Subsidiary Owner materially to modify current operations in a manner that
would reasonably be expected to subject a Borrower or Subsidiary Owner to any additional material obligations or requirements under any
Environmental Laws; and



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(v)       with
reasonable promptness, such other material documents and information as from time to time reasonably may be requested by Administrative
Agent or any Lender in relation to any matters disclosed pursuant to this Section 5.9(a).

 

(b)          Hazardous
Substances Activities, Etc. Each Borrower shall, and shall cause each Subsidiary Owner promptly to, take such commercially reasonable
actions required under applicable Environmental Laws to (i) cure any violation of, or non-compliance with, applicable Environmental Laws
by it that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate
response to any Environmental Claim against such Borrower or Subsidiary Owner and discharge any obligations it may have to any Person
thereunder, in each case where failure to respond or to discharge any obligations could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.

 

5.10       Plan
Assets. The Borrowers shall not take any action, or omit to take any action, which would cause the assets of the Borrowers to become
 “plan assets” within the meaning of Section 3(42) of ERISA at any time.

 

5.11       Further
Assurances. At any time or from time to time upon the reasonable request of Administrative Agent, each Borrower will, at its expense,
promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent, Collateral
Agent or any Lender may reasonably request in order to perfect, establish Control, ensure the priorities, rights and remedies or renew
the rights of Collateral Agent for the benefit of DIP Secured Parties with respect to the Collateral (or with respect to any additions
thereto or replacements or proceeds thereof or with respect to any other Property hereafter acquired by any Borrower that may be deemed
to be part of the Collateral). In furtherance and not in limitation of the foregoing, each Borrower shall take such actions as any Agent
or any Lender may reasonably request from time to time to ensure that the Obligations are secured by the Collateral.

 

5.12       Non-Consolidation.
Each Borrower shall: (a) maintain entity records and books of account separate from those of any other entity that is an Affiliate of
such entity; (b) not commingle its funds or assets with those of any other entity that is an Affiliate of such entity; and (c) provide
that its Board of Directors will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will
be separate from those of other entities. Borrower shall cause each Subsidiary Owner to comply with all single-purpose entity or special-purpose
entity requirements under each of the applicable Subsidiary Loan Agreements.

 

5.13       Cash
Management. Each Borrower shall: (a) maintain cash management systems acceptable to the Lenders and in accordance with the DIP Financing
Orders and the Collateral Documents, and (b) agrees to promptly execute and deliver to Administrative Agent and Collateral Agent a Deposit
Account Control Agreement or Securities Account Control Agreement, as applicable, with respect to any Security Account or Deposit Account
to the extent required under the Pledge and Security Agreement.



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5.14       Intellectual
Property. With respect to any Contractual Obligation under which a Borrower or any Subsidiary Owner receives a license or other rights
(including by means of a covenant not to sue, release or non-assertion agreement) with respect to any Intellectual Property, each Borrower
shall, and shall cause each Subsidiary Owner to, as applicable, (a) renew or to not terminate,
cancel, surrender or release its rights under any such Contractual Obligation, or amend any such Contractual Obligation or related arrangements
to limit the scope of the right of such Borrower or Subsidiary Owner to use the Intellectual Property subject to such Contractual Obligation,
either with respect to product, territory, term or otherwise, or to not increase the amounts to be paid by such Borrower or Subsidiary
Owner thereunder or in connection therewith, without the prior written consent of Collateral Agent (in consultation with the Requisite
Lenders); and (b) give Collateral Agent and the Lenders prompt written notice of any material breach
of any obligation, or any default, by the third party that is the licensor or by such Borrower or Subsidiary Owner that is the licensee
or any other party under such Contractual Obligation, and deliver to Collateral Agent (promptly upon the receipt thereof by such Borrower
or Subsidiary Owner in the case of a notice to such person and concurrently with the sending thereof in the case of a notice from person)
a copy of each notice of default and any other notice received or delivered by such Borrower or Subsidiary Owner in connection with any
such Contractual Obligation.

 

5.15       Debtor-in-Possession
Obligations. Each Borrower shall comply in a timely manner with its obligations and responsibilities as a debtor-in-possession under
the Bankruptcy Code, the Bankruptcy Rules and any order of the Bankruptcy Court (including, for the avoidance of doubt, the DIP Financing
Orders and any First Day Order or Second Day Order), as each such order is amended and in effect from time to time in accordance with
the Loan Documents.

 

5.16       DIP
Budget; Variance Covenant.

 

(a)           For
any Testing Period, aggregate disbursements by the Borrowers (for the avoidance of doubt, excluding the line-item for Borrowers’
Professional Fees or amounts due to the Agent and/or Lender under Section 9.5, Section 10.2 and/or Section 10.3)
shall not exceed the amounts set forth in the DIP Budget, subject to any Permitted Variances;

 

(b)           The
Borrowers shall, and shall cause their Subsidiaries with respect to any Contribution Funds received by such Subsidiary to, comply with
the terms of the DIP Budget, subject to any Permitted Variances.

 

5.17       Use
of Proceeds. The proceeds of each Loan and the Cash Collateral shall be used by the Borrowers during the Chapter 11 Cases exclusively
as provided in Section 2.3, in each case, in accordance with the DIP Budget.

 

5.18       Consultants.

 

(a)           The
Borrowers shall provide the Agents and Lenders with reasonable access to any consultant, turnaround management firm, broker or financial
advisory firm retained by any Borrower in any of the Chapter 11 Cases; and

 

(b)           The
Borrowers shall retain the financial advisor in effect as of the Petition Date; provided, that if the Borrowers’ financial
advisor resigns or is replaced for any reason, any new financial advisor shall be reasonably satisfactory to the Lenders.



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5.19       Bankruptcy
Milestones. The Borrowers shall comply with the following milestones:

 

(a)          [reserved];

 

(b)       
  the Borrowers shall file a Chapter 11 Plan and a disclosure statement for the Chapter 11 Plan (a “Disclosure Statement”)
that provides for treatment acceptable to the Administrative Agent and the Lenders (for the avoidance of doubt, any Chapter 11 Plan that
provides for conversion of the Obligations into common stock of the Reorganized Company on the Plan Effective Date as described in the
Restructuring Support Agreement shall be acceptable to the Administrative Agent and the Lenders) (such Chapter 11 Plan, an “Approved
Plan” and such related Disclosure Statement, an “Approved Disclosure Statement”), in each case, on the Petition
Date;

 

(c)          [reserved];

 

(d)          the
Bankruptcy Court shall have entered the Interim DIP Financing Order, subject to Bankruptcy Court availability, no later than five (5)
Business Days after the Petition Date;

 

(e)          the
Bankruptcy Court shall have entered the Final DIP Financing Order, subject to Bankruptcy Court availability, no later than thirty (30)
days after the Petition Date;

 

(f)           the
Bankruptcy Court shall have entered an order confirming the Approved Plan and the Approved Disclosure Statement (the “Confirmation
Order”) by the date that is no later than thirty-five (35) days after the Petition Date, subject to extension based on the Bankruptcy
Court’s calendar in completing the Combined Hearing; and

 

(g)          the
effective date of the Approved Plan (the “Plan Effective Date”) shall have occurred by the date that is no later than
ten (10) days after the Confirmation Order entered by the Bankruptcy Court becomes a Final Order.

 

5.20       Post-Closing
Matters. The Borrowers shall execute and deliver the documents and complete the tasks set forth on Schedule 5.20, in each
case within the time limits specified therein. Notwithstanding anything to the contrary contained in this Agreement or the other Loan
Documents, the parties hereto acknowledge and agree that, at all times prior to the applicable time limits specified on such Schedule
5.20, all conditions precedent and representations contained in this Agreement and the other Loan Documents shall be deemed modified
to the extent necessary to effect the foregoing (and to permit the taking of the actions described on Schedule 5.20 within the
time periods required thereon, rather than as elsewhere provided in the Loan Documents).

 

5.21       REIT
Status. The Borrowers shall at all times continue to be organized and operated in a manner that will allow HIT to qualify for REIT
Status through the Plan Effective Date, unless failure to maintain REIT Status is caused by transfers made directly or indirectly by
the Initial Lender or any of its Affiliates.

 

5.22       Material
Property Agreements. The Borrowers shall cause each Subsidiary Owner to (i) comply in all material respects with all covenants and
obligations of the Subsidiary Owners under the applicable Material Property Agreements, in each case, as in effect as of the Petition
Date (other than covenants that would be violated by the Borrowers filing the Chapter 11 Cases or except with the prior written consent
of the Requisite Lenders), and (ii) cause all Material Property Agreements to be maintained in full force and effect, unless otherwise
consented to in advance in writing by the Requisite Lenders. Notwithstanding the foregoing, this Section 5.22 shall not apply
to the GA Tech Owner or the GA Tech Property to the extent that the GA Tech Owner has received satisfactory forbearances and/or waivers
from the lenders and administrative agents under the applicable Subsidiary Loan Agreement such that violations under this Section do
not result in a default under such Subsidiary Loan Agreement.



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SECTION
6. NEGATIVE COVENANTS

 

Each Borrower covenants and
agrees that until Payment in Full of all Obligations, such Borrower shall perform, and shall cause its Subsidiaries to perform, all covenants
in this Section 6.

 

6.1         Indebtedness.
Each Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, create, incur, assume or guaranty or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness (including with respect to or under any Hedge Agreement),
except:

 

(a)          the
Obligations;

 

(b)          [reserved];

 

(c)           Indebtedness
of the Borrowers existing on the Closing Date described in Schedule 6.1(c) (the “Pre-Petition Indebtedness”),
but not any extensions, renewals or replacements of such Indebtedness except with the express written approval of the Requisite Lenders;

 

(d)          Indebtedness
of the Subsidiary Owners existing on the Closing Date, including the Subsidiary Loan Agreements (the “Subsidiary Owner Indebtedness”),
but not any extensions (other than the exercise of extension options existing under Subsidiary Loan Agreements as in effect on the date
hereof), renewals or refinancings of such Indebtedness except with the express written approval of the Requisite Lenders;

 

(e)          Indebtedness
related to the matters described in Sections 6.5(b), 6.5(c) and 6.5(d) as and to the extent so characterized;

 

(f)           Hedge
Agreements entered into prior to the date hereof (or in connection with any extension of any Subsidiary Loan Agreement or in connection
with any replacement of the London Interbank Offered Rate with a replacement or fallback rate, in each case as expressly contemplated
by the Subsidiary Loan Documents as in effect as of the date hereof);

 

(g)          trade
payables not represented by a note, customarily paid by Borrower within ninety (90) days of incurrence and in fact not more than ninety
(90) days outstanding, that are incurred in the ordinary course of Borrower’s business, in amounts reasonable and customary for
such business and not exceeding 4.0% of the outstanding principal amount of the Loans in the aggregate; 



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(h)           Indebtedness
consisting of the financing of insurance premiums incurred in the ordinary course of business;

 

(i)            Indebtedness
of the Subsidiary Owners in respect of any customary cash management, cash pooling or netting or setting off arrangements in the ordinary
course of business;

 

(j)            Indebtedness
of the Subsidiary Owners with respect to performance bonds, surety bonds, appeal bonds, customs bonds, worker’s compensation claims
and similar obligations, required in the ordinary course of business or in connection with the enforcement of rights or claims of such
party or in connection with judgments that do not result in a Default or an Event of Default (including guarantees or obligations of
the Subsidiary Owners with respect to letters of credit supporting such performance, appeal, customs or surety bonds or workers’
compensation claims);

 

(k)           Indebtedness
of the Subsidiary Owners existing on the Closing Date representing deferred payment of franchise fees, amendment fees and/or consent
fees payable under the Material Property Agreements;

 

(l)            the
incurrence by any Subsidiary Owner of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price
or similar obligations, incurred in connection with the disposition of any assets, so long as the principal amount does not exceed the
Net Asset Sale Proceeds actually received by such Subsidiary Owner in connection with such disposition, solely to the extent such disposition
is permitted hereunder; and

 

(m)          the
incurrence by Borrower or its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five (5) Business
Days.

 

Notwithstanding anything in this Section 6.1
to the contrary, the incurrence of Indebtedness described in the foregoing clauses (a) through (g) shall not be permitted hereunder
if the same shall constitute a default under the Subsidiary Loan Agreements (as in effect on the date hereof).



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6.2         Liens.
Each Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly, create, incur, assume or permit to exist any
Lien on or with respect to any Property, any Equity Interests in any Borrower or any Subsidiary of Borrower, any Hotel Property or any
other asset of any kind (including any document or instrument in respect of goods or accounts receivable) of such Borrower or any Subsidiary
of Borrower, whether now owned or hereafter acquired, leased (as lessee), or licensed (as licensee), or any income, profits, or royalties
therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien
with respect to any such Property, Hotel Property, asset, income, profits or royalties under the UCC of any State or under any similar
recording or notice statute or under any applicable intellectual property laws, rules or procedures, except:

 

(a)          Liens
in favor of Collateral Agent for the benefit of DIP Secured Parties granted pursuant to any Loan Document;

 

(b)          [reserved];

 

(c)          Liens
granted in favor of the lenders and administrative agents under the Subsidiary Loan Agreements;

 

(d)          Liens
existing on the Closing Date described in Schedule 6.2; provided, that (i) the property covered thereby is not changed,
(ii) the principal amount secured or benefited thereby incurred prior to the Petition Date is not increased, and (iii) the direct or
any contingent obligor with respect thereto is not changed;

 

(e)          Liens
for Taxes (i) not yet due or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted
and adequate reserves have been made in accordance with GAAP or (ii) the payment of which is prohibited, stayed or excused by the Bankruptcy
Code or Bankruptcy Court;

 

(f)           statutory
Liens of landlords, of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than
any such Lien imposed pursuant to Section 430(k) of the Internal Revenue Code or ERISA or a violation of Section 436 of the Internal
Revenue Code), in each case incurred in the ordinary course of business, provided, that such Liens are not in imminent danger
of foreclosure and would not otherwise reasonably be expected to have a Material Adverse Effect;

 

(g)          pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other
social security laws or regulations, or Liens in connection with workers’ compensation, unemployment insurance or other social
security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate
action and for which adequate reserves have been maintained in accordance with GAAP or imposed by ERISA;

 

(h)         
easements, rights-of-way, restrictions, encroachments, covenants, additions, restrictions, encroachments and other similar matters, in
each case that do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrowers and its
Subsidiaries taken as a whole;

 

(i)           customary
rights of set-off, banker’s liens and other similar Liens arising by operation of law or by the terms of documents of banks or
other financial institutions in relation to the ordinary maintenance and administration of Deposit Accounts or Securities Accounts, provided,
that such Liens are not in imminent danger of foreclosure and would not otherwise reasonably be expected to have a Material Adverse Effect;

 

(j)           non-exclusive
licenses, whether written, oral or implied, in effect as of the Petition Date to such Borrower’s Intellectual Property used or
required by other Borrowers or Borrowers’ Subsidiaries in their respective businesses as conducted or contemplated to be conducted,
including such licenses as memorialized in writing after the Closing Date;



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(k)          Liens
securing judgments to the extent and so long as such judgments do not individually or in the aggregate constitute an Event of Default
under Section 8.1(e), so long as such Liens (i) are adequately bonded and notices of lis pendens and associated rights related
to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made or (ii) are stayed
by the Bankruptcy Court;

 

(l)           (i)
licenses, sublicenses, leases or subleases granted by any Subsidiary Owner to other Persons not materially interfering with the conduct
of the business of any Subsidiary Owner and (ii) any interest or title of a lessor, sublessor or licensor under any lease or license
agreement permitted by this Agreement and the Subsidiary Loan Agreements to which any Subsidiary Owner is a party;

 

(m)         with
respect to any Subsidiary Owner and its Property, Liens securing the performance of bids, tenders, leases, contracts and purchases from
vendors and suppliers in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations
of a like nature incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money),
to the extent permitted under the applicable Subsidiary Loan Agreement(s);

 

(n)          Liens
on pledges or deposits in the ordinary course securing liability for reimbursement or indemnification obligations of (including obligations
in respect of letters of credit and bank guarantees for the benefit of) insurance carriers providing property, casualty or liability
insurance to the Borrower or any of its Subsidiaries, to the extent permitted under this Agreement and under the applicable Subsidiary
Loan Agreement(s); and

 

(o)          Liens
on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings permitted under Section 6.1(h).

 

For the avoidance of doubt, and notwithstanding
anything to the contrary herein or in any other Loan Document, no Borrower shall, and each Borrower shall cause each of its Subsidiaries
to not, grant or permit to occur any Lien on any Equity Interests in any Borrower or any Subsidiary of Borrower, other than those Liens
existing as of the Petition Date in respect of liens granted to lenders under the Subsidiary Loan Agreements.

 

6.3         Restricted
Payments. No Borrower shall, and Borrower shall cause its Subsidiaries to not, through any manner or means or through any other Person
to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any
Restricted Payment, except:

 

(a)          each
Subsidiary may make Restricted Payments to any Borrower;

 

(b)          each
of HITOP and each Subsidiary of HITOP may declare and make dividend payments or other distributions payable solely in the Equity Interests
of such Person;

 

(c)          HITOP
and each other Subsidiary may make Restricted Payments (directly or indirectly) to its parents and/or to HIT and HITOP, solely in the
amount required for such entity to, if applicable, pay amounts equal to the fees and expenses (including franchise or similar taxes,
fees and payments) required to maintain the corporate existence of any direct or indirect parent of such entity and is otherwise consistent
with the DIP Budget; provided that, for the avoidance of doubt, no ordinary course fees, expenses, salaries, bonuses, benefits and indemnities
or general administrative, corporate operating, overhead and other customary and ordinary course fees and expenses not directly attributable
to the Borrower and its Subsidiaries may be paid under this clause (c); and provided, further, that notwithstanding anything in this
Agreement or any other Loan Document to the contrary, no Borrower may use any Cash Collateral to make dividends to any equityholders
of HIT;



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(d)           as
permitted in Section 6.5(f);

 

(e)           the
Borrower and each Subsidiary shall be permitted to make the minimum amount of Restricted Payments required to be made in order to maintain
HIT’s status as a real estate investment trust under Section 856 of the Code, meet the real estate investment trust distribution
requirements set forth in Section 857(a) of the Code, and avoid the incurrence of entity level taxes under Sections 857(b)(1) or 4981
of the Code.

 

6.4         Contributions.
Except in connection with the contribution of Subsidiary Contribution Funds to a Subsidiary Owner in accordance with Section 2.3
or as otherwise permitted under Section 6.5, no Borrower shall contribute, lend, pay to or otherwise transfer to or contract to transfer
to any Subsidiary of any Borrower any Property or Cash.

 

6.5         Investments.
Each Borrower shall not, and shall cause its Subsidiary Owners to not, directly or indirectly, make or own any Investment in any Person,
including any Joint Venture, except:

 

(a)           Investments
in Cash and Cash Equivalents;

 

(b)           Investments
owned as of the Petition Date by (i) any Borrower in any other Borrower, (ii) any Borrower in any Subsidiary of a Borrower or (iii) any
Subsidiary of Borrower in another Subsidiary of Borrower;

 

(c)           Investments
(i) constituting deposits, prepayments and other credits to suppliers, and/or (ii) in the form of advances made to distributors, suppliers,
licensors and licensees, in each case, made in the ordinary course of business and consistent with the past practices of the Borrowers
and, in the case of clause (ii), to the extent necessary to maintain the ordinary course of supplies; provided that any Investment made
under this subsection (c) shall be in accordance with the DIP Budget;

 

(d)           intercompany
loans to non-debtor Subsidiaries of any Borrower in accordance with the DIP Budget, to the extent approved by the Bankruptcy Court and
the Requisite Lenders and subject to documentation satisfactory to the Initial Lender in its sole discretion;

 

(e)           Contributions
necessary to cause Subsidiary Contribution funds to be used by Subsidiary Owners for the purposes expressly permitted therefor under
the DIP Budget;

 

(f)            Distributions
of Cash from Subsidiaries of HIT to HIT and/or HITOP (or to any joint venture partner under the operating agreements of BSE/AH Blacksburg
Hotel, L.L.C., BSE/AH Blacksburg Hotel Operator, L.L.C. and TCA Block 7 Hotel, L.L.C., to the extent required thereunder);



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(g)           Investments
held by any Borrower as of the Petition Date; and

 

(h)           Investments
received in compromise or resolution of obligations of trade creditors or customers that were incurred in the ordinary course of business
of any Borrower or any of its Subsidiaries.

 

Notwithstanding anything in this Section 6.5
to the contrary, in no event shall any Borrower make any Investment that results in or facilitates in any manner any Restricted Payment
not otherwise permitted under the terms of Section 6.3 or that is otherwise in any manner inconsistent with the DIP Budget.

 

6.6         Material
Property Agreements. Other than any amendments to, or terminations and replacements of, the Hilton Franchise Agreements, which amendments
and replacements shall be in substantially the form of Exhibit G, each Borrower shall not, and shall cause its Subsidiary Owners
to not, amend, modify, terminate or waive any material rights or obligations under, any Material Property Agreement, without the prior
written consent of the Requisite Lenders or as contemplated in the Restructuring Support Agreement.

 

6.7         Fundamental
Changes; Disposition of Assets. Each Borrower shall not, and shall cause its Subsidiaries to not, enter into any transaction of merger
or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of, in one transaction
or a series of transactions, all or any part of its business, assets or property of any kind whatsoever (including, without limitation,
the granting of any interest in the direct or indirect equity of the Borrowers, any Subsidiary Owners, or any other Subsidiary of Borrower),
whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased (as lessee) or licensed
(as licensee), or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment
and capital expenditures, in each case in the ordinary course of business) the business, a substantial portion of the property or assets
of, or any portion of the Capital Stock or other evidence of beneficial ownership of, any Person, any division or line of business or
any other business unit of any Person, except:

 

(a)           a
disposition of a Hotel Property pursuant to an Excluded Hotel Sale;

 

(b)           disposals
of surplus, obsolete or worn out property in the ordinary course of business;

 

(c)           Investments
made in accordance with Section 6.5 and Restricted Payments made in accordance with Section 6.3;

 

(d)           Liens
may be granted to the extent permitted by Section 6.2;

 

(e)           any
involuntary loss, damage or destruction of property and the disposition of the assets so damaged or destroyed shall be permitted, provided
that such loss, damage or destruction is not caused by the gross negligence or permissive waste of any Borrower, Subsidiary Owner or
any Affiliate thereof;



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(f)           any
involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition
of use of property shall be permitted; and

 

(g)          the
lapse, abandonment or cancellation of registered patents, trademarks and other Intellectual Property of any Borrower that (x) is not
material to the intellectual property portfolio of the Borrower and its Subsidiaries, taken as a whole and (y) in the reasonable business
judgment of the Borrower, is no longer economically desirable to maintain in the conduct of its business.

 

6.8         Subsidiary
Bankruptcies. Each Borrower shall not, and shall cause its Subsidiaries to not, file any petition for bankruptcy, insolvency, dissolution
or liquidation pursuant to the Bankruptcy Code or any similar federal or state law (or the filing of any involuntary petition if Borrower
or any of its Affiliates colluded with, solicited, caused to be solicited or joined other creditors in such filing).

 

6.9         Sales
and Lease-Backs. Following the Petition Date, each Borrower shall not, and shall cause its Subsidiaries to not, directly or indirectly,
become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal
or mixed), whether now owned or hereafter acquired, that such Borrower or Subsidiary (a) has sold or transferred or is to sell or to
transfer to any other Person, or (b) intends to use for substantially the same purpose as any other property that has been or is to be
sold or transferred by such Borrower or Subsidiary Owner to any Person in connection with such lease.

 

6.10       Transactions
with Shareholders and Affiliates. No Borrower shall, and shall cause its Subsidiaries to not, directly or indirectly, enter into
or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service)
with any holder of 5% or more of any class of Capital Stock of any Borrower or any of its Subsidiaries (or any Affiliate of such holder)
or with any Affiliate of any such Borrower or holder; provided, however, that the Borrowers may enter into or permit to
exist any such transaction if both (a) the Lenders have consented thereto in writing prior to the consummation thereof and (b) the terms
of such transaction are not less favorable to the Borrower, as the case may be, than those that might be obtained at the time from a
Person who is not such a holder or Affiliate; provided, further, that the foregoing restrictions shall not apply to the
following:

 

(a)           Investments
existing on the Closing Date described in Schedule 6.10;

 

(b)           Restricted
Payments paid to the extent expressly permitted under Section 6.3;

 

(c)           Investments
expressly permitted by Section 6.5;

 

(d)           Investments
or other transactions entered into between a Borrower and Initial Lender;



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(e)           customary
fees, indemnities and reimbursements paid to directors of the Borrowers and its Subsidiaries in accordance with the DIP Budget; and

 

(f)            the
Borrower entering into, and making payments under, employment agreements, employee benefits plans, stock option plans, indemnification
provisions and other similar compensatory arrangements with officers, employees and directors of the Borrower and its Subsidiaries in
the ordinary course of business and in accordance with the DIP Budget.

 

6.11       Conduct
of Business. From and after the Closing Date, each Borrower shall not, and shall cause its Subsidiaries to not, engage in (a) any
business other than the businesses engaged in by such Borrower or Subsidiary on the Petition Date or (b) any business or activities that
conflict with the requirements of Section 4.16.

 

6.12       Payment
and Prepayment of Indebtedness. From and after the Closing Date, no Borrower shall make any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking
fund or similar payment with respect to, any Pre-Petition Indebtedness, except as provided hereunder.

 

6.13       Fiscal
Year; Accounting Policies. Each Borrower shall not, and shall cause its Subsidiaries to not, change its Fiscal Year end from December
31 or make any change in its accounting policies that is not required under GAAP.

 

6.14       Deposit
Accounts and Securities Accounts. No Borrower shall deposit funds in a Deposit Account that is not a Controlled Account or deposit,
acquire, or otherwise carry any security entitlement or commodity contract in a Securities Account that is not a Controlled Account other
than deposits into the Professional Fee Trust Account in accordance with the DIP Finance Orders, provided that nothing herein
shall prohibit any Borrower from maintaining or using any Deposit Account that is not a Controlled Account in accordance with the Pledge
and Security Agreement.

 

6.15       Amendments
to Organizational Agreements. Except as contemplated by the Approved Plan, each Borrower shall not, and shall cause its Subsidiaries
to not, amend or permit any amendments to any Borrower’s or such Subsidiary’s Organizational Documents, in each case, without
the prior written consent of the Requisite Lenders.

 

6.16       Other
Super-priority Claims. No Borrower shall incur, create, assume, suffer to exist or permit any other Super-priority Claim which is
pari passu with or senior to the claims of the Agents and the Lenders against the Borrowers hereunder, except for the Carve-Out.

 

6.17       Equity
Issuances. Each Borrower shall not, and shall cause its Subsidiaries to not issue any Capital Stock except as otherwise provided
for in the Restructuring Support Agreement.

 

6.18       ERISA.
No Borrower nor any of its ERISA Affiliates shall, nor shall it permit any of its Subsidiaries to take any action or omit to take any
action which would cause the transaction contemplated hereby to constitute a non-exempt prohibited transaction under Section 406 of ERISA,
Section 4975 of the Internal Revenue Code, or substantially similar provisions under federal, state or local laws, rules or regulations
or in any transaction that would cause any obligation or action taken or to be taken hereunder (or the exercise by any Agent or Lender
of any of its rights under the Loan Documents) to be a non-exempt prohibited transaction under such provisions.



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6.19       Alterations
and Expansions. Other than in connection with a casualty or in response to an unforeseen or emergency situation or as required by
a Material Property Agreement, the Borrowers shall not, and shall not permit any Subsidiary Owner to, perform, undertake or contract
to perform any Material Alteration without the prior written consent of the Requisite Lenders, which may be granted or withheld in such
Lenders’ sole discretion. If the Requisite Lenders’ consent is requested hereunder with respect to a Material Alteration,
the Lenders may retain a construction consultant to review such request and, if such request is granted, the Lenders may retain a construction
consultant to inspect the work from time to time. The Borrowers shall, on demand by the Lenders, reimburse the Lenders for the reasonable
fees and disbursements of such consultant.

 

6.20       Zoning
and Uses. No Borrower shall, and shall cause each Subsidiary Owner to not, do or permit any of the following without the prior written
consent of the Requisite Lenders:

 

(a)           initiate
or support any limiting change in the permitted uses of any Hotel Property (or, to the extent applicable, zoning reclassification of
any Hotel Property) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or regulations (or, to
the extent applicable, zoning ordinances) applicable to any Hotel Property, or use or permit the use of any Hotel Property in a manner
that would result in the use of such Hotel Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances
or that would violate the terms of any Contractual Obligation or applicable law (and if under applicable zoning ordinances the use of
all or any portion of any Hotel Property is a nonconforming use, the Borrowers shall not cause or permit such nonconforming use to be
discontinued or abandoned);

 

(b)           impose
or consent to the imposition of any restrictive covenants, easements or encumbrances upon any Hotel Property, not already in effect,
in any manner that would be reasonably likely to have a Material Adverse Effect;

 

(c)           execute
or file any subdivision plat affecting Hotel Property, or institute, or permit the institution of, proceedings to alter any tax lot comprising
any Hotel Property; or

 

(d)           permit
or consent to any Hotel Property being used by the public or any Person in such manner as might make possible a claim of adverse usage
or possession or of any implied dedication or easement.

 

6.21       Waste.
No Borrower shall, and shall cause each Subsidiary Owner to not, or permit any material physical waste of any Hotel Property, nor take
any actions that might invalidate any insurance carried on any Hotel Property (and the Borrowers shall promptly correct any such actions
of which the Borrowers become aware).

 

6.22       Intellectual
Property. No Borrower shall do any act or omit to do any act that may result in the lapse, abandonment, cancellation, dedication
to the public, forfeiture or other impairment of, any of its Intellectual Property.



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6.23       Capital
Expenditures. Except as permitted by this Section 6.23, no Borrower shall make any capital expenditures
(including expenditures for maintenance, repair or improvement of any Real Estate Asset or other existing properties and assets). Borrower
shall cause its Subsidiaries to not make any capital expenditures (including expenditures for maintenance, repair or improvement of any
Hotel Property or other existing properties and assets) other than capital expenditures (i) required and necessary for the usual and
customary maintenance and safety of such Hotel Property, (ii) required to be made under a Material Property Agreement or (iii) as approved
by the Requisite Lenders in their sole discretion.

 

6.24       Change
of Control. No Prohibited Change of Control shall occur.

 

6.25       REIT
Status. Except as caused by the Initial Lender or an Affiliate thereof as a result of direct or indirect
transfers of Equity Interests in the Borrowers, HIT shall maintain its REIT Status at all times prior to the Plan Effective Date, and
the Borrowers shall not, and shall not permit to be done, anything that would be reasonably likely to prevent HIT (or any parent thereof,
as applicable) to qualify for REIT Status after the Plan Effective Date.

 

SECTION
7. JOINT AND SEVERAL LIABILITY

 

The representations, covenants,
warranties and obligations of each Borrower hereunder shall be joint and several.

 

SECTION
8. EVENTS OF DEFAULT

 

8.1          Events
of Default. The occurrence of any one or more of the following events shall be, and shall constitute
the commencement of, an “Event of Default” hereunder (and any Event of Default that has occurred shall continue unless
and until waived by the Administrative Agent and the Requisite Lenders in writing in their sole discretion):

 

(a)   Failure
to Make Payments When Due. The failure by any Borrower to pay when due (i) the principal of and premium, if any, on any Loan whether
at the Termination Date or, when due, any installment of principal of any Loan, by notice of voluntary prepayment, by mandatory prepayment
or otherwise; (ii) any interest on any Loan when due; or (iii) any fees or any other amounts due hereunder;

 

(b)    Default
Under Subsidiary Loan Agreements. Other than any defaults under Subsidiary Loan Agreements with respect to which the applicable Subsidiary
Owner has received forbearances and/or waivers from the lenders and administrative agents thereunder as of the date hereof, the (i) failure
of any Borrower or Subsidiary Owner to pay when due any principal of, interest on or any other amount, including any payment in settlement,
in respect of the Subsidiary Owner Indebtedness, in each case, beyond the grace period, if any, provided therefor or (ii) breach or default
by any Borrower or Subsidiary Owner with respect to any other term of any Subsidiary Loan Agreement or any other agreement, note, mortgage,
pledge or indenture relating to the Subsidiary Owner Indebtedness, in each case, beyond the grace period, if any, provided therefor,
if the effect of such breach or default is to cause, or to permit the holder or holders of that Subsidiary Owner Indebtedness (or a trustee
on behalf of such holder or holders), to cause, that Subsidiary Owner Indebtedness to become or be declared due and payable (or subject
to a compulsory repurchase or other redemption) prior to its stated maturity or the stated maturity of any underlying obligation, as
the case may be;



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(c)     Breach
of Certain Covenants. Other than with respect to Section 8.1(a), any Borrower defaults in the observance or performance of
any covenant contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of ten (10)
calendar days, or five (5) calendar days with respect to the obligations and covenants under Section 5.19 other than Section
5.19(e) (Bankruptcy Milestones), in each case, after the earlier of (x) written notice thereof to the Borrower from the Administrative
Agent or any Lender or (y) any such Person’s knowledge thereof; provided, that no such grace period shall apply with respect
to defaults in the performance of the following obligations and covenants: (i) Section 2.3 (Use of Proceeds), (ii) Section
5.8 (Compliance with Laws; Sanctions and Contractual Obligations), (iii) Sections 5.1(a), 5.1(c), 5.1(e),
5.1(f), and 5.1(k) (Financial Statements and Other Reports) (iv) Section 5.13 (Cash Management), (v)
Section 5.15 (Debtor-in-Possession Obligations), (vi) Section 5.16 (DIP Budget), (vii) Section 5.19(e)
(Entry of Final DIP Financing Order) and (vii) any negative covenant under Section 6;

 

(d)     Breach
of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Borrower in any
Loan Document or in any statement or certificate at any time given by any Borrower in writing pursuant hereto or thereto or in connection
herewith or therewith shall be false or misleading in any material respect as of the date made or deemed made;

 

(e)     Judgments
and Attachments. Any money judgment, writ or warrant of attachment or similar process arising after the Petition Date and involving,
individually or in the aggregate at any time, an amount in excess of US$500,000 (in either case to the extent not adequately covered
by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against any
Borrower or any Subsidiary Owner or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for
a period of sixty (60) calendar days (or in any event later than five calendar days prior to the date of any proposed sale thereunder);
provided, that it shall not be a Default hereunder if any of the events described in this Section 8.1(e) shall occur with
respect to (i) the GA Tech Owner or the GA Tech Property (but not, for avoidance of doubt, any Borrower in connection therewith) unless
any such money judgment, writ or warrant of attachment or similar process, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect or (ii) the California Wage/Hour Dispute;

 

(f)      Employee
Benefit Plans. There shall occur one or more ERISA Events that individually or in the aggregate results in or reasonably could be
expected to result in a Material Adverse Effect;

 

(g)     Collateral
Documents and other Loan Documents. At any time after the execution and delivery thereof: (i) this Agreement or any Collateral Document
ceases to be in full force and effect, legal, valid and binding (other than by reason of a release of Collateral in accordance with the
terms hereof or thereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have a valid and
perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority set forth in Section 2.19,
in each case for any reason other than the failure of Collateral Agent or any DIP Secured Party to take any action within its control
or (ii) (A) any Loan Document shall cease to be, or shall be asserted in writing by any Borrower or their Affiliate not to be, valid
or enforceable or (B) any Borrower or Affiliate shall contest or deny in writing any further liability of a Borrower, including with
respect to future advances by Lenders, under any Loan Document;



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		(h)	Chapter 11 Cases.


 

(i)      the
entry of an order dismissing any of the Chapter 11 Cases of the Borrowers or converting either of the Chapter 11 Cases of the Borrowers
to a case under chapter 7 of the Bankruptcy Code, or any filing by any Borrower of a motion or other pleading seeking entry of such an
order or supports or fails to timely oppose such dismissal or conversion;

 

(ii)    
a trustee, responsible officer or an examiner having enlarged powers (beyond those set forth under sections 1106(a)(3) and (4) of the
Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected in either of the Chapter
11 Cases of the Borrowers, any Borrower applies for, consents to, or acquiesces in, any such appointment, or the Bankruptcy Court shall
have entered an order providing for such appointment, in each case without the prior written consent of the Requisite Lenders in their
sole discretion;

 

(iii)    the
entry of an order staying, reversing, vacating or otherwise amending or modifying the Interim DIP Financing Order or the Final DIP Financing
Order, whether by appeal or otherwise, or the filing by any Borrower of an application, motion or other pleading seeking entry of such
an order, without the prior written consent of the Requisite Lenders and the Agent;

 

(iv)    the
entry of an order in any of the Chapter 11 Cases granting relief from any stay or proceeding (including the automatic stay) so as to
allow a third party to proceed with foreclosure against any assets of either Borrower without the prior written consent of the Requisite
Lenders and the Agent;

 

(v)     (a)
the entry of a Final Order in the Chapter 11 Cases (1) charging any of the Collateral under section 506(c) of the Bankruptcy Code against
the Lenders, (2) avoiding or requiring disgorgement by any of the Lenders of any amounts received in respect of the Obligations under
the DIP Facility or (3) resulting in the marshaling of any Collateral or (b) the commencement of other actions by the Borrowers that
challenge the validity, extent or priority of any Liens on the Collateral or the rights and remedies of the Agents or the Lenders under
the DIP Facility in either of the Chapter 11 Cases of the Borrowers;

 

(vi)  
  without the consent of the Agent and the Requisite Lenders, the entry of an order in either of the Chapter 11 Cases of the Borrowers
seeking authority (1) to obtain financing under Section 364 of the Bankruptcy Code (other than the DIP Facility), unless such financing
would repay in full in Cash all obligations under the DIP Facility upon consummation thereof, or (2) to use any Cash proceeds of any
of the Collateral without the Lenders’ consent;



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(vii)   without
the consent of the Lenders, the entry of an order in any of the Chapter 11 Cases terminating any Borrower’s exclusive period to
file a Chapter 11 Plan, the filing of a pleading by any Borrower requesting, consenting to or supporting such relief, or the failure
of any Borrower to timely object to any motion requesting such relief;

 

(viii)  the
filing or support of any pleading by any Borrower (or any direct or indirect parent thereof) seeking, or otherwise consenting to, any
of the matters set forth in clauses (i) through (vii) above;

 

(ix)   
  the confirmation of a Chapter 11 Plan other than an Approved Plan;

 

(x)   
   the entry of an order by the Bankruptcy Court in favor of any Creditors’ Committee appointed in the Chapter 11 Cases,
any ad hoc committee, or any other party in interest, (i) sustaining an objection to claims of the Agent or any of the Lenders or (ii)
avoiding any Liens held by the Agent or any of the Lenders; 

 

(xi)   
  the entry of an order by the Bankruptcy Court preventing any Borrower from fulfilling its obligations under the Restructuring Support
Agreement, or any Borrower files or support the filing of any pleadings seeking such relief; or

 

(xii)    the
commencement of any Insolvency Proceeding by a Borrower or any Subsidiary of a Borrower other than the Chapter 11 Cases;

 

(i)             Payment
of Pre-Petition Indebtedness. The making of any material payments in respect of Pre-Petition Indebtedness other than (i) as permitted
by the DIP Financing Orders, (ii) as permitted by any orders pursuant to “first day” or “second day” motions,
in each case, reasonably satisfactory to the Lenders, (iii) [reserved], (iv) as permitted by any other order of the Bankruptcy Court
in amounts reasonably satisfactory to the Requisite Lenders or (v) as otherwise agreed to by the Requisite Lenders;

 

(j)             [Reserved];

 

(k)            Super-priority
Claims. An order of the Bankruptcy Court granting, other than in respect of the DIP Facility and the Carve-Out or as otherwise expressly
permitted under the Loan Documents, (i) a priority of any Lien against the Borrowers that is equal to or senior to the priority of the
Liens on the Collateral granted in favor of the Collateral Agent, for the benefit of the DIP Secured Parties, or (ii) any other super-priority
administrative expense claim in the Chapter 11 Cases pursuant to section 364(c)(1) of the Bankruptcy Code that is pari passu with
or senior to the claims of the Agents and the Lenders under the DIP Facility, or the filing by any of the Borrowers of a motion or application
seeking entry of such an order;

 

(l)             Compliance
with DIP Financing Orders. Failure of any Borrower to comply in all material respects with the terms and conditions of the Interim
DIP Financing Order or the Final DIP Financing Order, as applicable;



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(m)    Cash Management.
The use of any Cash Collateral in any manner not expressly permitted under the terms of the Interim DIP Financing Order or Final DIP
Financing Order, as applicable;

 

(n)     [Reserved].

 

(o)    Adverse
Proceeding. Any Borrower or any Affiliate of any Borrower shall obtain court authorization to commence, or shall commence, join in,
assist or otherwise participate as an adverse party in any suit or other Adverse Proceeding against any Agent or Lender regarding the
DIP Facility or the Restructuring Support Agreement;

 

(p)    Certain
Orders. An order is entered approving the solicitation of votes on a Chapter 11 Plan in any of the Chapter 11 Cases of the Borrowers
that is not an Approved Plan, or an order approving a sale under section 363 of the Bankruptcy Code or any order relating to such sale
(including, but not limited to an order approving sale procedures) shall be entered that does not provide for Payment in Full of the
Obligations in Cash on the effective date of such sale or is otherwise not satisfactory to Administrative Agent and the Requisite Lenders,
or any order shall be entered that dismisses either of the Chapter 11 Cases of the Borrowers and that does not provide for Payment in
Full in Cash on the effective date of such dismissal of the relevant Borrowers’ obligations under the DIP Facility or is not otherwise
satisfactory to Administrative Agent and the Requisite Lenders, or any of the Borrowers or any Affiliate of any Borrower shall file,
propose, support, or fail to contest in good faith the filing or confirmation of such a plan or the entry of such an order, in each case
without the prior written consent of the Requisite Lenders and the Agent;

 

(q)    Other
Bankruptcy Filings. Except as explicitly provided for in the Loan Documents, any Borrower petitions the Bankruptcy Court, or an order
is entered by the Bankruptcy Court in the Cases, to use Cash Collateral under section 363(c) of the Bankruptcy Code without the prior
written consent of the Administrative Agent and the Requisite Lenders;

 

(r)     [Reserved];

 

(s)     Termination
Event. The occurrence of a “Termination Event” under and as defined in the Restructuring Support Agreement;

 

(t)     Environmental
Matters. (i) Any Environmental Claim against or liability of any Borrower or any Subsidiary Owner under Environmental Laws shall
arise that would reasonably be expected to have a Material Adverse Effect or (ii) any claim against or liability of any Borrower or Subsidiary
Owner shall arise that would reasonably be expected to have a Material Adverse Effect on the rights and interests of the Lenders under
the Loan Documents, in each case of the foregoing clauses (i) and (ii), in connection with the uses and operations on or of the Real
Estate Assets by or on behalf of the Borrowers or any Subsidiary of Borrower, as applicable, based on a failure to comply with any applicable
Environmental Laws and Environmental Permits or (iii) any Borrower obtaining knowledge of any material environmental investigations,
studies, audits, reviews or other analyses conducted by, or that are in the possession of, any Borrower in relation to the Real Estate
Assets that have not previously been made available or disclosed to the Lenders and the subsequent failure thereby to promptly notify
or deliver same to the Lenders, any of which would reasonably be expected to result in a Material Adverse Effect;



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(u)    Modification
of Material Property Agreements. Any Borrower amends or modifies, or waives any material rights or obligations (or causes or permits
any Subsidiary to amend, modify or waive any material rights or obligations) under, any Material Property Agreement, in each case, except
as expressly permitted in the Restructuring Support Agreement or with the prior written consent of the Requisite Lenders;

 

(v)    Termination,
Default Under Material Property Agreements. If there occurs (1) any termination or cancellation of any Material Property Agreement
without the prior written consent of the Requisite Lenders (other than any amendments or terminations and replacements of the Hilton
Franchise Agreements, which amendments and replacements shall be substantially in the form of Exhibit G); or (2) any default by
a Borrower or any Subsidiary Owner (or any Affiliate thereof) under any Material Property Agreement (other than defaults under the Subsidiary
Loan Agreements described in Section 8.1(b) above, and in each case, as in effect on the Petition Date) (other than covenants
not to file for bankruptcy proceedings with respect to the Borrower’s filing of the Chapter 11 Cases, or except with the prior
written consent of the Requisite Lenders); provided, that it shall not be a Default hereunder if any of the events described in
clauses (1) or (2) of this sentence shall occur with respect to the GA Tech Owner or the GA Tech Property, to the extent that the GA
Tech Owner has received satisfactory forbearances and/or waivers from the lenders and administrative agents under the applicable Subsidiary
Loan Agreement such that the occurrence of such events do not result in a default under such Subsidiary Loan Agreement; provided further,
that it shall not be a Default hereunder if any of the events described in clauses (1) or (2) of this sentence occur with respect to
hotel management agreements or franchise agreements (including any so-called “manchise” agreements) (x) in connection with
the Excluded Hotel Sales or (y) that are not voluntary or consensual and that individually or in the aggregate, impact Hotel Properties
having trailing twelve month Hotel EBITDA not exceeding 5% of Hotel EBITDA for all Hotel Properties, measured in each case by reference
to Hotel EBITDA for the calendar year ended December 31, 2019;

 

(w)   Acceleration
of Liens. (1) There occurs any acceleration of any obligation that is secured by a Lien on (or an assessment constituting a Lien
on, as applicable) any Hotel Property or on the direct or indirect equity interests in any Subsidiary Owner or (2) the commencement of
foreclosure proceedings against any Hotel Property or the direct or indirect equity interests in any Subsidiary Owner (or the giving
of a deed-in-lieu or other transfer in lieu thereof);

 

(x)     REIT
Status. If at any time HIT fails to maintain and to qualify for REIT Status, unless such failure is caused or directed by the Initial
Lender;

 

(y)    Restructuring
Support Agreement. There occurs a default under the Restructuring Support Agreement beyond all applicable notice and/or grace periods;
or

 

(z)     California
Wage/Hour Case. If after the Petition Date, Borrower or any Subsidiary of Borrower enters into, or becomes liable, directly or indirectly
(by law, contract, indemnification, or otherwise) under, any settlement agreement, with respect to the California Wage/Hour Dispute without
the prior written consent of the Requisite Lenders.



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8.2          Remedies.
Upon the occurrence of an Event of Default, Borrower’s right to access and to use the
DIP Loan Proceeds and any Cash Collateral for any purpose shall automatically terminate, and the Administrative Agent, on behalf of and
at the direction of the Requisite Lenders, shall exercise all rights and remedies provided for under this Agreement and any other Loan
Document and may declare (a) the termination, reduction or restriction of any further Commitment to the extent any such Commitment remain
unfunded, (b) all Obligations to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all
of which are hereby expressly waived by the Borrowers, and (c) the termination of the Loan Documents as to any future liability or obligation
of the Administrative Agent, the Collateral Agent or any Lender, but without affecting any of the Liens on the Collateral or the Obligations
of any Borrower; provided that, with respect to the enforcement of the Liens on the Collateral or exercise of any other rights
or remedies with respect to the Collateral (including rights to set-off or to apply any amounts in any bank accounts that are a part
of the Collateral), the Collateral Agent shall provide at least five (5) Business Days’ prior written notice thereof to the Borrowers
and file such notice on the docket in the Chapter 11 Cases; provided, further, that no notice shall be required for any
exercise of rights or remedies (x) to block or limit withdrawals from any bank accounts that are part of the Collateral (including by
sending any control activation notices to depositary banks pursuant to any Deposit Account Control Agreement or Securities Account Control
Agreement) and (y) in the event the Obligations under the DIP Facility have not been Paid in Full in Cash on the Termination Date or
satisfied by Common Stock Conversion in connection with an Approved Plan; provided further that the foregoing rights and remedies
shall be subject to Sections 10.7(a) and 10.7(b) herein. Each Borrower hereby grants to the Collateral Agent, effective
upon an Event of Default, an irrevocable, non-exclusive, worldwide, fully assignable and sublicenseable, license, under all applicable
Intellectual Property rights, to commercialize and exploit any Intellectual Property that is part of the Collateral, for the purpose
of enabling the Collateral Agent to exercise all rights and remedies provided for it herein and in the other Loan Documents.

 

SECTION
9. AGENTS

 

9.1          Appointment
of Agents. Trimont Real Estate Advisors, LLC is hereby appointed Administrative Agent and Collateral
Agent hereunder and under each other Loan Document, and each Lender hereby irrevocably authorizes Trimont Real Estate Advisors, LLC,
in such capacity, to act as Administrative Agent and Collateral Agent in accordance with the terms hereof and the other Loan Documents.
Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as
applicable. The provisions of this Section 9 are solely for the benefit of the Agents and Lenders and no Borrower shall have any
rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall
act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship
of agency or trust with or for any Borrower or any of its Subsidiaries. Each Agent, without consent of or notice to any party hereto,
may assign any and all of its rights or obligations hereunder to any of its Affiliates. It is understood and agreed that the use of the
term “agent” herein or in any other Loan Documents (or any other similar term) with reference to Administrative Agent or
Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of
any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative
relationship between contracting parties.



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9.2         Powers
and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s
behalf and to exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or
granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto.
In the event that any obligations are permitted to be incurred and subordinated in right of payment to the Obligations hereunder and/or
are permitted to be secured by Liens on all or a portion of the Collateral, each Lender authorizes Administrative Agent and Collateral
Agent, as applicable, to enter into intercreditor agreements, subordination agreements and amendments to the Collateral Documents to
reflect such arrangements on terms that are acceptable to Administrative Agent and Collateral Agent, in their respective sole discretion,
as applicable. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents.
Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall
have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender or any other Person; and
nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon any
Agent any obligations in respect hereof or any of the other Loan Documents except as expressly set forth herein or therein.

 

9.3         General
Immunity.

 

(a)     No
Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity,
enforceability, collectability or sufficiency hereof or any other Loan Document or for any representations, warranties, recitals or statements
made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates
or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Borrower to any Agent or any Lender in connection
with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Borrower
or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance
or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Loan Documents or as to the
use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or as to the value or
sufficiency of any Collateral or as to the satisfaction of any condition set forth in Section 3 or elsewhere herein (other than
confirm receipt of items expressly required to be delivered to such Agent) or to inspect the properties, books or records of any Borrower
or any of its Subsidiaries or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding,
Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts
thereof.



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(b)    Exculpatory
Provisions. No Agent nor any of its officers, partners, Directors, employees or agents shall be liable to Lenders for any action
taken or omitted by any Agent (i) under or in connection with any of the Loan Documents, or (ii) with the consent or at the request of
the Requisite Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this
Agreement), in each case except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a
final, non-appealable judgment of a court of competent jurisdiction. No Agent shall, except as expressly set forth herein and in the
other Loan Documents, have any duty to disclose or be liable for the failure to disclose, any information relating to the Borrower or
any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. Each Agent shall be
entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any
of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and
until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required
to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders,
as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion
or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion
or the opinion of its counsel, may expose such Agent to liability, is contrary to any Loan Document or applicable law or may be in violation
of the automatic stay under any Debtor Relief Law. Without prejudice to the generality of the foregoing, (1) each Agent shall be entitled
to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions
and judgments of attorneys (who may be attorneys for the Borrowers), accountants, experts and other professional advisors selected by
it; and (2) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed)
refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Lenders (or such
other Lenders as may be required to give such instructions under Section 10.5).

 

(c)     Delegation
of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or
under any other Loan Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The
exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.5 shall apply to any the Affiliates
of Administrative Agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and
indemnification provisions) of this Section 9.3 and of Section 9.5 shall apply to any such sub-agent and to the Affiliates
of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein.
Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent
shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory
rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent
right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly,
without the consent or joinder of any other Person, against any or all of Borrowers and the Lenders, (ii) such rights, benefits and privileges
(including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent and
(iii) such sub-agent shall only have obligations to Administrative Agent and not to any Borrower, Lender or any other Person and no Borrower,
Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.
Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of
competent jurisdiction determines in a final and nonappealable judgment that Administrative Agent acted with gross negligence or willful
misconduct in the selection of such sub-agents.



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(d)     Notice
of Default or Event of Default. No Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written
notice describing such Default or Event of Default is given to such Agent by a Borrower or a Lender. In the event that Administrative
Agent shall receive such a notice, Administrative Agent will endeavor to give notice thereof to the Lenders; provided that failure
to give such notice shall not result in any liability on the part of Administrative Agent.

 

9.4          Lenders’
Representations, Warranties and Acknowledgment.

 

(a)     Each
Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrowers
in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness
of the Borrowers. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation
or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether
coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility
with respect to the accuracy of or the completeness of any information provided to Lenders.

 

(b)    Each
Lender, by delivering its signature page to this Agreement or an Assignment Agreement shall be deemed to have acknowledged receipt of,
and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Requisite Lenders or
Lenders as of such date.

 

9.5          Indemnity.

 

(a)     The
Borrowers shall indemnify the Agents (and any sub-agent thereof and its Related Parties) (each such person being called an “Agent
Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
reasonable and documented out-of-pocket fees and expenses (including for each Indemnitee the reasonable documented out-of-pocket fees,
charges and disbursements of one firm as general outside counsel (and any one local counsel in each relevant jurisdiction) for all Agent
Indemnitees and excluding taxes other than any taxes that represent losses, claims, damages, etc., arising from any non-tax claim), incurred
by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any subsidiary thereof arising out of,
in connection with, or as a result of (a) the execution or delivery of the Restructuring Support Agreement, Loan Documents or any agreement
or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder,
the consummation of the transactions contemplated hereby or thereby, the administration and enforcement of the Loan Documents; (b) any
Loan or the use or proposed use of the proceeds therefrom and (c) any actual or prospective claim, litigation, investigation or proceeding
relating to or arising out of any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party
or by any Borrower, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (i) are found in a final,
non-appealable judgment by a court of competent jurisdiction to (x) have resulted from the bad faith, gross negligence or willful misconduct
of such Indemnitee or (y) result from a claim brought by any Borrower against an Indemnitee for material breach of such Indemnitee’s
obligations under the Loan Documents or (ii) result from a dispute solely among Indemnitees (other than any claims against an Indemnitee
in its capacity or in fulfilling its role as an Administrative Agent or arranger or any similar role under the Loan Documents or any
claims arising out of any act or omission of the Borrower or any of its Affiliates).



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(b)    To
the extent that the Borrowers for any reason fail to indefeasibly pay any amount required to be paid by them to any Agent (or any such
sub-agent or its Related Party), each Lender severally agrees to pay to such Agent (or any such sub-agent or its Related Party) such
Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed fee, expense or indemnity payment is sought)
of such unpaid amount, provided, that the unreimbursed fee, expense or indemnified loss, claim, damage, liability or related expense,
as the case may be, was incurred by or asserted against the Agent (or any such sub-agent or its Related Party).

 

9.6         Successor
Administrative Agent and Collateral Agent.

 

(a)     Administrative
Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to Lenders and the Borrower. Administrative
Agent shall have the right to appoint a financial institution to act as successor Administrative Agent hereunder in such notice, subject
to the reasonable satisfaction of the Borrower and the Requisite Lenders, and Administrative Agent’s resignation shall become effective
on the earliest of (i) thirty (30) calendar days after delivery of the notice of resignation (regardless of whether a successor has been
appointed or not), (ii) the acceptance of such successor Administrative Agent by the Borrower and the Requisite Lenders or (iii) such
other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation, if a successor Administrative Agent has
not already been appointed by the resigning Administrative Agent, then the Requisite Lenders shall have the right, upon five Business
Days’ notice to the Borrower, to appoint a successor Administrative Agent and Collateral Agent. If neither the Requisite Lenders
nor Administrative Agent have appointed a successor Administrative Agent, then the Requisite Lenders shall be deemed to have succeeded
to and become vested with all the rights, powers, privileges and duties of the resigning Administrative Agent automatically upon the
effectiveness of such resignation; provided that, until a successor Administrative Agent is so appointed by the Requisite Lenders
or Administrative Agent, any collateral security held by Administrative Agent in its role as Collateral Agent on behalf of the Lenders
under any of the Loan Documents shall continue to be held by the resigning Collateral Agent as nominee until such time as a successor
Collateral Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative
Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties
of the resigning Administrative Agent, and the resigning Administrative Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents and all payments, communications and determinations provided to be made by, to or through the Administrative
Agent shall be made by or to the successor Administrative Agent. Except as provided above, any resignation of Trimont Real Estate Advisors,
LLC or its successor as Administrative Agent pursuant to this Section 9.6 shall also constitute the resignation of Trimont Real
Estate Advisors, LLC or its successor as Collateral Agent. After any resigning Administrative Agent’s resignation hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section 9.6 shall,
automatically upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.



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(b)     In
addition to the foregoing, Collateral Agent may resign at any time by giving prior written notice thereof to Lenders. Collateral Agent
shall have the right to appoint a financial institution as Collateral Agent hereunder, subject to the reasonable satisfaction of the
Borrower and the Requisite Lenders and Collateral Agent’s resignation shall become effective on the earliest of (i) 30 calendar
days after delivery of the notice of resignation, (ii) the acceptance of such successor Collateral Agent by the Borrower and the Requisite
Lenders or (iii) such other date, if any, agreed to by the Requisite Lenders. Upon any such notice of resignation or any such removal,
if a successor Collateral Agent has not already been appointed by the resigning Administrative Agent, then Requisite Lenders shall have
the right, upon five Business Days’ notice to Administrative Agent, to appoint a successor Collateral Agent. Until a successor
Collateral Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Collateral Agent for the
benefit of the Lenders under any of the Loan Documents shall continue to be held by the resigning Collateral Agent as nominee until such
time as a successor Collateral Agent is appointed. Upon the acceptance of any appointment as Collateral Agent hereunder by a successor
Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the resigning or removed Collateral Agent under this Agreement and the Collateral Documents, and the resigning or removed
Collateral Agent under this Agreement shall promptly (1) transfer to such successor Collateral Agent all sums, Securities and other items
of Collateral held hereunder or under the Collateral Documents, together with all records and other documents necessary or appropriate
in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Collateral Documents
and (2) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements,
and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent
of the security interests created under the Collateral Documents, whereupon such resigning or removed Collateral Agent shall be discharged
from its duties and obligations under this Agreement and the Collateral Documents. After any resigning or removed Collateral Agent’s
resignation or removal hereunder as Collateral Agent, the provisions of this Agreement and the Collateral Documents shall inure to its
benefit as to any actions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it was Collateral
Agent hereunder.

 

(c)     Notwithstanding
anything herein to the contrary, Administrative Agent and Collateral Agent may assign their rights and duties as Administrative Agent
and Collateral Agent hereunder to an Affiliate of Trimont Real Estate Advisors, LLC without the prior written consent of, or prior written
notice to, the Borrower or the Lenders; provided that the Borrower and the Lenders may deem and treat such assigning Administrative
Agent and Collateral Agent as Administrative Agent and Collateral Agent for all purposes hereof, unless and until such assigning Administrative
Agent or Collateral Agent, as the case may be, provides written notice to the Borrower and the Lenders of such assignment. Upon such
assignment such Affiliate shall succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent and
Collateral Agent hereunder and under the other Loan Documents.



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(d)    Notwithstanding
anything contained herein to the contrary, in the event Trimont Real Estate Advisors, LLC resigns or is replaced as Administrative Agent
or Collateral Agent, each of the provisions contained herein for the benefit and protection of any Agent, including but not limited to,
indemnification, exculpation, releases and waivers shall continue and remain in full force and effect in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent or retiring Collateral Agent was acting as Administrative
Agent or Collateral Agent, respectively.

 

9.7         Collateral
Documents.

 

(a)     Agents
under Collateral Documents. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf
of and for the benefit of DIP Secured Parties, to be the agent for and representative of the DIP Secured Parties with respect to the
Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from any DIP
Secured Party, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to, in connection
with a sale or Disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject
of such sale or other Disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent
under Section 10.5) have otherwise consented. Upon request by Administrative Agent at any time, the Lenders will confirm in writing
Administrative Agent’s authority to release its interest in particular types or items of Collateral.

 

(b)     Right
to Realize on Collateral. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, Administrative
Agent, Collateral Agent and each DIP Secured Party hereby agree that (i) no DIP Secured Party shall have any right individually to realize
upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder and under any of the other
Loan Documents may be exercised solely by Administrative Agent or Collateral Agent, as applicable, for the benefit of the DIP Secured
Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised
solely by Collateral Agent for the benefit of DIP Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure
or similar enforcement action by Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition
(including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii), or otherwise of the Bankruptcy Code), Collateral Agent or any Lender
may be the purchaser of any or all of such Collateral at any such sale or disposition and Collateral Agent, as agent for and representative
of DIP Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all
or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the
purchase price for any collateral payable by Collateral Agent at such sale or other disposition.

 

(c)     Release
of Collateral, Termination of Loan Documents. Notwithstanding anything to the contrary contained herein or any other Loan Document,
when all Obligations have been Paid in Full, upon request of the Borrower, Administrative Agent shall (without notice to, or vote or
consent of, any Lender) take such actions as shall be required to release its security interest in all Collateral.



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(d)    No
Duty. Collateral Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding
the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agent’s Lien thereon,
or any certificate prepared by any Borrower in connection therewith, nor shall Collateral Agent be responsible or liable to the Lenders
for any failure to monitor or maintain any portion of the Collateral.

 

(e)    Agency
for Perfection. Each Agent and each Lender hereby appoints each other Agent and each other Lender as agent and bailee for the purpose
of perfecting the security interests in and liens upon the Collateral in assets that, in accordance with Article 9 of the UCC, can be
perfected only by possession or control (or where the security interest of a DIP Secured Party with possession or control has priority
over the security interest of another DIP Secured Party) and each Agent and each Lender hereby acknowledges that it holds possession
of or otherwise controls any such Collateral for the benefit of the other DIP Secured Parties, except as otherwise expressly provided
in this Agreement. Should Administrative Agent or any Lender obtain possession or control of any such Collateral, Administrative Agent
or such Lender shall notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver such
Collateral to Collateral Agent or in accordance with Collateral Agent’s instructions. Each Borrower by its execution and delivery
of this Agreement hereby consents to the foregoing.

 

9.8          Administrative
Agent May File Bankruptcy Disclosure and Proofs of Claim; Credit Bidding.
In case of the pendency of any proceeding under any Debtor Relief Laws relative to any Borrower, including the Chapter 11 Cases, Administrative
Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not
obligated) by intervention in such proceeding or otherwise:

 

(a)     to
file a verified statement pursuant to rule 2019 of the Bankruptcy Rules that, in its sole opinion, complies with such rule’s disclosure
requirements for entities representing more than one creditor;

 

(b)    to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Administrative
Agent and its respective agents and counsel and all other amounts due to the Lenders and Administrative Agent under Sections 2.8,
10.2 and 10.3 allowed in such judicial proceeding); and


 


(c)     to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to
the making of such payments directly to the Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections
2.8, 10.2 and 10.3.



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Nothing contained in this Section
9.8 shall be deemed to authorize Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan
of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative
Agent to vote in respect of the claim of any Lender in any such proceeding.

 

The DIP Secured Parties hereby
irrevocably authorize the Administrative Agent, at the direction of the Requisite Lenders, to credit bid all or any portion of the Obligations
(including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure
or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral
(a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123
or 1129 of the Bankruptcy Code of the United States, or any similar laws in any other jurisdictions to which a Borrower is subject, (b)
at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of)
the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such
credit bid and purchase, the Obligations owed to the DIP Secured Parties shall be entitled to be, and shall be, credit bid on a ratable
basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a
ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent
claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments
of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative
Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance
of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle
or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote
of the Requisite Lenders, irrespective of the termination of this Agreement), (iii) the Administrative Agent shall be authorized to assign
the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed
to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account
of the assignment of the Obligations to be credit bid, all without the need for any DIP Secured Party or acquisition vehicle to take
any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral
for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle
exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to
the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations
that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any DIP Secured Party or any
acquisition vehicle to take any further action.



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SECTION
10.     MISCELLANEOUS

 

10.1       Notices.

 

(a)            Notices
Generally.  Unless otherwise specifically provided herein, any notice or other communication herein required or permitted
to be given to a Borrower, Collateral Agent or Administrative Agent shall be sent to such Person’s mailing address as set forth
on Appendix B or in the other relevant Loan Document, and in the case of any Lender, the mailing address as indicated on Appendix
B or otherwise indicated to Administrative Agent and the Borrower in writing. Each notice hereunder shall be in writing and may be
personally served or sent by facsimile (excluding any notices to any Agent in its capacity as such) or U.S. mail or courier service and
shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt
of facsimile, or three Business Days after depositing it in the U.S. mail with postage prepaid and properly addressed; provided,
no notice to any Agent in its capacity as such shall be effective until received by such Agent; provided, further, any
such notice or other communication shall, at the request of Administrative Agent, be provided to any sub-agent appointed pursuant to
Section 9.3(b) as designated by Administrative Agent from time to time.

 

(b)            Electronic
Communications.

 

(i)       Notices
and other communications to any Agent, Lenders, and any Borrower hereunder may be delivered or furnished by other electronic communication
(including e-mail and Internet or intranet websites, including Debt Domain, Intralinks, SyndTrak or another relevant website or other
information platform (the “Platform”)) pursuant to procedures approved by Administrative Agent in its sole discretion;
provided that, notwithstanding the foregoing, in no event will notices by electronic communication be effective to any Agent or
any Lender pursuant to Section 2 if any such Person has notified Administrative Agent that it is incapable of receiving notices
under such Section 2 by electronic communication. Any Agent may, in its sole discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures
may be limited to particular notices or communications. In the case of any notices by electronic communication permitted in accordance
with this Agreement, unless Administrative Agent otherwise prescribes, (1) any notices and other communications permitted to be sent
to an e-mail address shall be delivered during normal business hours and deemed received upon the sender’s receipt of an acknowledgment
from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgment, but excluding any automatic reply to such e-mail), except that, if such notice or other communication is not sent prior
to noon, local time at the location of the recipient, then such notice or communication shall be deemed not to have been received until
the opening of business on the next Business Day for the recipient, at the earliest, and (2) notices or communications permitted to be
posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (1) of notification that such notice or communication is available and clearly identifying an accessible
website address therefor.



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(ii)      Each
Borrower understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except
to the extent caused by the willful misconduct or gross negligence of Administrative Agent, as determined by a final, non-appealable
judgment of a court of competent jurisdiction.

 

(iii)    The
Platform and any Approved Electronic Communications are provided “as is” and “as available.” None of the Agents
or any of their Related Parties (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved
Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved
Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by the Agent Affiliates
in connection with the Platform or the Approved Electronic Communications. In no event shall the Agent Affiliates have any liability
to any of the Borrowers, any Lender or any other Person for damages of any kind, including direct or indirect, special, incidental or
consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s or Administrative
Agent’s transmission of communications through the Platform. Each party hereto agrees that no Agent has any responsibility for
maintaining or providing any equipment, software, services or any testing required in connection with any Approved Electronic Communication
or otherwise required for the Platform.

 

(iv)    Each
Borrower, each Lender and each Agent agrees that Administrative Agent may, but shall not be obligated to, store any Approved Electronic
Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

 

(v)     All
uses of the Platform shall be governed by and subject to, in addition to this Section 10.1, separate terms and conditions posted
or referenced in such Platform and related agreements executed by the Lenders and their Affiliates in connection with the use of such
Platform.

 

(c)            Change
of Address, Etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice
to the other parties hereto.

 

(d)            Representative
Borrower. The Borrowers hereby appoint HIT (in such capacity, the “Representative Borrower”) to serve as agent
on behalf of all Borrowers to receive any notices required to be delivered to any or all Borrowers hereunder or under the other Loan
Documents and to be the sole party authorized to deliver notices on behalf of the Borrowers hereunder and under each of the other Loan
Documents. Any notice delivered to the Representative Borrower shall be deemed to have been delivered to all Borrowers, and any notice
received from the Representative Borrower shall be deemed to have been received from all Borrowers.



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10.2       Expenses.
The Borrowers agree, severally and jointly, promptly to pay or reimburse the Agents and the Lenders and each of their respective Affiliates
for their respective reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’,
financial advisors’ and other professionals’ fees and expenses incurred in connection with (a) the preparation, negotiation
and execution of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and
in connection with any transaction contemplated thereby, including the Restructuring Support Agreement and related transactions and documents,
(b) creating, perfecting, recording, maintaining, and preserving Liens under the Loan Documents, including filing and recording fees,
expenses and taxes, stamp or documentary taxes, search fees and title insurance premiums; (c) the on-going administration of the Loan
Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements or supplements
thereto); (d) the custody or preservation of any of the Collateral (including the reasonable fees, expenses and disbursements of any
appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel); (e) the Chapter 11 Cases, (f)
the enforcement or preservation of any rights under the Loan Documents, (g) after the occurrence of a Default or an Event of Default,
enforcing or preparing for enforcement of any Obligations of or in collecting or preparing to collect any payments due from any Borrower
hereunder or under the other Loan Documents by reason of such Default or Event of Default (including in connection with any actual or
prospective sale of, collection from, or other realization upon any of the Collateral) and (h) in connection with any structuring, planning,
preparation, negotiation, or execution of any standstill, forbearance or work-out arrangements involving the Borrower or any actual or
prospective refinancing, recapitalization or restructuring of the Borrower, whether or not pursuant to or in contemplation of any insolvency
or bankruptcy cases or proceedings.

 

10.3        Indemnity
and Related Reimbursement.

 

(a)     The
Borrowers shall indemnify the Lenders and their Related Parties (each such person being called an “Lender Indemnitee”)
against, and hold each Lender Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable and documented
out-of-pocket fees and expenses (including the reasonable documented out-of-pocket fees, charges and disbursements of any counsel for
any Lender Indemnitee and excluding taxes other than any taxes that represent losses, claims, damages, etc. arising from any non-tax
claim), incurred by any Lender Indemnitee or asserted against any Lender Indemnitee by any third party or by any Borrower or any Subsidiary
thereof arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder,
the consummation of the transactions contemplated hereby or thereby and the enforcement of the Loan Documents; (ii) any Loan or the use
or proposed use of the DIP Loan Proceeds and (iii) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower, and
regardless of whether any Lender Indemnitee is a party thereto; provided that such indemnity shall not, as to any Lender Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or related expenses (1) are found in a final, non-appealable
judgment by a court of competent jurisdiction to (x) have resulted from the bad faith, gross negligence or willful misconduct of such
Lender Indemnitee or (y) result from a claim brought by any Borrower against a Lender Indemnitee for material breach of such Lender Indemnitee’s
obligations under this Agreement or under any other Loan Document or (2) result from a dispute solely among the Lender Indemnitee.



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(b)     In
the event that an Indemnitee becomes involved in any capacity in any action, proceeding or investigation brought by or against any Person
relating to or arising out of any Indemnified Liabilities and whether or not the transactions contemplated hereby shall be consummated,
each Borrower agrees that on demand it will reimburse such Indemnitee for its legal and other expenses (including the cost of any investigation
and preparation) incurred in connection therewith.

 

(c)     To
the fullest extent permitted by applicable law, no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee
on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether
or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection
with, or as a result of any Related Matter. No Indemnitee shall be liable for any damages arising from the use by unintended recipients
of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, except to the extent
the liability of such Indemnitee results from such Indemnitee’s willful misconduct (as determined by a court of competent jurisdiction
in a final and non-appealable decision).

 

(d)     Each
Borrower also agrees that no Indemnitee will have any liability to any Borrower or any Person asserting claims on behalf of or in right
of any Borrower or any other Person in connection with or as a result of this Agreement or any Loan Document or any agreement or instrument
contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan, or the use
of the proceeds thereof, or any act or omission or event occurring in connection therewith, in each case, except in the case of any Borrower
to the extent that any losses, claims, damages, liabilities or expenses incurred by such Borrower or its affiliates, shareholders, partners
or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly
from the bad faith, gross negligence or willful misconduct of such Lender, or Agent in performing its funding obligations under this
Agreement; provided, however, that in no event will any such Lender or Agent have any liability for any indirect, consequential,
special or punitive damages in connection with or as a result of such Lender’s or Agent’s, or their respective Affiliates’,
Directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to or arising from any Related
Matter.



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(e)     Each
Borrower, for itself and on behalf of its Subsidiaries, successors and assigns (collectively, “Releasors” and, individually,
a “Releasor”), hereby RELEASES, ACQUITS AND FOREVER DISCHARGES each of the Lenders, Agents and any of their
respective officers, directors, employees, agents, attorneys, representatives, Subsidiaries, Affiliates or shareholders (the “Releasees”)
from any and all liabilities, claims, demands, actions or causes of action of every kind or nature (if any there be), whether absolute
or contingent, due or to become due, disputed or undisputed, liquidated or unliquidated, at law or in equity, or known or unknown, that
any Releasor now has, ever had or hereafter may have against the Releasees based on acts, transactions or circumstances that have occurred
or been consummated on or before the date of the Closing Date and that arise out of or relate to (i) the DIP Facility or any other extension
of credit by the Lenders to the Borrowers and their Affiliates; (ii) any Loan Document or Collateral; (iii) any transaction, act or omission
contemplated by or described in or concluded under any Loan Document; or (iv) any aspect of the dealings or relationships between or
among the Releasors, on the one hand, and the Releasees on the other hand, under or in connection with any Loan Document or any transaction,
act or omission contemplated by or described in or concluded under any Loan Document (collectively, the “Claims”).
The provisions of this paragraph shall survive the termination of the DIP Facility and any other Loan Document and Payment in Full of
any Obligations thereunder. Each Borrower, for itself and on behalf of their successors, assigns and other legal representatives, hereby
unconditionally and irrevocably agrees that such Releasor shall not sue any Releasee on the basis of any Claim released, remised and
discharged pursuant to the foregoing provisions of this paragraph, and if any Releasor violates the foregoing covenant, such Releasor,
for itself and its successors and assigns, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of
such violation, all attorneys’ fees and cost incurred by any Releasee as a result of such violation.

 

10.4      Set-Off.
In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence
and during the continuance of any Event of Default, each Lender, and its respective Affiliates is hereby authorized by each Borrower
at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed),
without notice to any Borrower or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived,
to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) and any other obligations or Indebtedness at any time held or owing by such Lender to or for the credit or the account of any
Borrower against and on account of the Obligations of any Borrower to such Lender hereunder, and under the other Loan Documents, including
all claims of any nature or description arising out of or connected hereto or with any other Loan Document, irrespective of whether or
not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any other amounts due
hereunder shall have become due and payable pursuant to Section 2 and although such Obligations and liabilities, or any of them,
may be contingent or unmatured. The rights of each Lender, and its respective Affiliates under this Section 10.4 are in addition
to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may otherwise have.

 

10.5        Amendments
and Waivers.

 

(a)     Requisite
Lenders’ Consent. Subject to the additional requirements of Sections 10.5(b) and 10.5(c) or as otherwise provided
in this Agreement, no amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure
by any Borrower therefrom, shall in any event be effective unless in writing signed by the Requisite Lenders and the Borrower and acknowledged
by Administrative Agent; provided that Administrative Agent may, with the consent of the Borrower (and without any requirement
for consent from any other Person), amend, modify, or supplement this Agreement or any other Loan Document to cure any obvious typographical
error, incorrect cross-reference, defect in form, inconsistency, omission or ambiguity (in each case, as concluded by Administrative
Agent in its sole discretion), so long as the Lenders and the Borrower have received at least five (5) Business Days’ prior written
notice thereof and Administrative Agent has not received, within five (5) Business Days after delivery of such notice, a written notice
from Requisite Lenders and the Borrower stating that the Requisite Lenders and the Borrower object to such amendment.



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(b)            Affected
Lenders’ Consent. Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment,
modification, termination, or consent shall be effective with respect to any Loan Document if the effect thereof would:

 

(i)       increase
or extend the expiration date of any Commitment hereunder without the written consent of such Lender; 

 

(ii)      reduce
the principal amount of, or premium, if any, of any Loan or reduce the interest rate thereon (other than a waiver of Default Rate); 

 

(iii)     postpone
or extend the maturity of the DIP Facility or any Loan, or any date for the payment of interest, premium or fees payable under the Loan
Documents, or reduce the amount of, waive or excuse any such payment (other than a waiver of Default Rate); 

 

(iv)    alter
any provision relating to the pro rata sharing of payments or set-offs required thereby; or

 

(v)   
  except as expressly permitted under the Loan Documents (including in the context of a credit bid), release all or substantially
all of the Collateral from the Liens created under the Collateral Documents, or alter the priorities of the obligations secured thereby
as set forth in Section 2.19.

 

(c)            Other
Consents. No amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to any departure by
any Borrower therefrom, shall:

 

(i)      amend
the definition of “Requisite Lenders” without the consent of each directly and adversely affected Lender; provided,
with the consent of Administrative Agent and the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of the “Requisite Lenders” on substantially the same basis as the Loan Commitments and
the Loans are included on the Closing Date; or

 

(ii)     amend,
modify, terminate or waive any provision of Section 9 as the same directly applies to any Agent, or any other provision hereof
as the same directly applies to the rights or obligations of any Agent, in each case in any manner adverse to such Agent without the
consent of such Agent.

 

(d)            Execution
of Amendments, Etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and
for the specific purpose for which it was given. No notice to or demand on any Borrower in any case shall entitle any Borrower to any
other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected
in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender, each Borrower,
and each future Borrower.



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(e)     Compensation
for Amendments. Notwithstanding anything to the contrary in any Loan Document no Borrower may directly or indirectly pay or otherwise
transfer any consideration, whether by way of interest, fee, or otherwise, to or for the benefit of any current or prospective Lender
or any of its Affiliates (other than any customary fees paid to Administrative Agent or any of its Affiliates as consideration for arranging,
structuring, or providing other services in connection therewith) for or as an inducement to any action or inaction by such Lender or
any of its Affiliates, including any consent, waiver, approval, disapproval, or withholding of any of the foregoing in connection with
any required or requested approval, amendment, waiver, consent, or other modification of or under any Loan Document or any provision
thereof unless such consideration is first offered to all then existing Lenders in accordance with their respective Pro Rata Share and
is paid to any such Lenders that act in accordance with such offer.

 

(f)      Cashless
Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue, or rollover
all or a portion of its Loans in connection with any refinancing, extension, loan modification, or similar transaction permitted by the
terms of this Agreement pursuant to a cashless settlement mechanism approved by the Borrower, Administrative Agent and such Lender.

 

10.6        Successors
and Assigns; Participations.

 

(a)     Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and assigns of Lenders. No Borrower’s rights or obligations hereunder nor any interest therein
may be assigned or delegated by any Borrower without the prior written consent of all Lenders. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents, and Lenders, and any other Indemnitees) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

 

(b)    Register.
The Borrowers, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding unfunded Commitments and Loans (including principal and stated interest) listed therein for all purposes
hereof, and no assignment or transfer of any such unfunded Commitment or Loan (including any Note) shall be effective, in each case,
unless and until recorded in the Register following Administrative Agent’s acceptance of a fully executed Assignment Agreement,
together with the forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case,
as provided in Section 10.6(e). Each assignment shall be recorded in the Register promptly following acceptance by Administrative
Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided
to the Borrower and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer
shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent is listed in the Register as a Lender, shall be conclusive and
binding on any subsequent holder, assignee or transferee of the corresponding unfunded Commitments or Loans. It is intended that the
Register be maintained such that the Loans are in “registered form” for the purposes of the Internal Revenue Code.



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(c)           Right
to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations
under this Agreement, including all or a portion of its unfunded Commitment or Loans owing to it or other Obligations (provided,
however, that pro rata assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage
of all rights and obligations under and in respect of any applicable Loan and any related Commitments) with the prior written consent
(such consent not to be unreasonably withheld or delayed) of the Borrower; provided that, the prior written consent of the Borrower
shall not be required for any assignment:

 

(i)     
  to any Person meeting the criteria of clause (a) of the definition of “Eligible Assignee” upon the giving of notice
to Administrative Agent;

 

(ii)   
   to any Person otherwise constituting an Eligible Assignee; and

 

(iii)    if
an Event of Default has occurred and is continuing; provided, each such assignment pursuant
to this Section 10.6(c) shall be in an aggregate amount of not less than US$5,000,000 (or such lesser amount (x) as may be agreed
to by the Borrower and Administrative Agent, (y) as shall constitute the aggregate amount of the Loans or unfunded Commitments of the
assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender).

 

(d)           Mechanics.
Assignments and assumptions of Loans and unfunded Commitments by Lenders shall be effected by manual execution and delivery to Administrative
Agent of an Assignment Agreement. Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective
Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence,
if any, with respect to U.S. federal income tax withholding matters as the assignee under such Assignment Agreement may be required to
deliver pursuant to Section 2.17(b), together with payment to Administrative Agent of a registration and processing fee of US$3,500
(except that no such registration and processing fee shall be payable in connection with an assignment to an assignee that is already
a Lender or is an Affiliate or Related Fund of a Lender or a Person under common management with a Lender).

 

(e)           Notice
of Assignment. Upon its receipt and acceptance of a duly executed and completed Assignment Agreement, any forms, certificates or
other evidence required by this Agreement in connection therewith, Administrative Agent shall record the information contained in such
Assignment Agreement in the Register, shall give prompt notice thereof to the Borrower and shall maintain a copy of such Assignment Agreement.



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(f)         Representations
and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the unfunded Commitments
and/or Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is
an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable
unfunded Commitments or Loans, as the case may be; (iii) it will make or invest in, as the case may be, its unfunded Commitments or Loans
for its own account in the ordinary course and without a view to distribution of such unfunded Commitments or Loans within the meaning
of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this
Section 10.6, the disposition of such unfunded Commitments or Loans or any interests therein shall at all times remain within
its exclusive control); (iv) it will not provide any information obtained by it in its capacity as a Lender to any Borrower or any of
its Affiliates; and (v) neither such Lender nor any of its Affiliates owns or controls any trade obligations or Indebtedness of any Borrower
or any Capital Stock of any Borrower.

 

(g)         Effect
of Assignment. Subject to the terms and conditions of this Section 10.6, as of the Assignment Effective Date: (i) the assignee
thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and unfunded
Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii)
the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish
its rights (other than any rights that survive the termination hereof under Section 10.10) and be released from its obligations
hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations
hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any
of the Loan Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities
hereunder as specified herein with respect to matters arising out of the involvement of such assigning Lender as a Lender hereunder prior
to the Assignment Effective Date); (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any unfunded
Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning
Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative
Agent for cancellation, and thereupon the Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new or unfunded Commitments and/or
outstanding Loans of the assignee and/or the assigning Lender.

 

  (h)         Participations.

 

(i)      Each
Lender shall have the right at any time to sell one or more participations to any Person (other than to a Borrower, any of their Subsidiaries
or any of its Affiliates or any Natural Person) in all or any part of its unfunded Commitments, Loans or in any other Obligation; provided
that such Lender shall remain a “Lender” for all purposes hereunder, the participant shall not constitute a “Lender”
hereunder, and the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations hereunder. Each Lender that sells a participation pursuant to this Section 10.6(h)
shall, acting solely for U.S. federal income tax purposes as a non-fiduciary agent of the Borrower, maintain a register on which
it records the name and address of each participant and the principal amounts of (and stated interest on) each participant’s participation
interest with respect to the Loan (each, a “Participant Register”); provided that no Lender shall have any
obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any
information relating to a participant’s interest in any unfunded Commitments, Loans or its other obligations under this Agreement)
except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish
that such unfunded Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. Unless otherwise required by the Internal Revenue Service, any disclosure required by the foregoing sentence shall be made
by the relevant Lender directly and solely to the Internal Revenue Service. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation
with respect to the Loan for all purposes under this Agreement, notwithstanding any notice to the contrary. For the avoidance of doubt,
Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.



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(ii)      Unless
otherwise agreed to by Administrative Agent, the holder of any such participation, other than an Affiliate of the Lender granting such
participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment,
modification or waiver that would (1) extend the final scheduled maturity of any Loan or Note or reduce the rate or extend the time of
payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates)
or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then
in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not
constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the
consent of any participant if the participant’s participation is not increased as a result thereof), (2) consent to the assignment
or transfer by any Borrower of any of its rights and obligations under this Agreement, or (3) release all or substantially all of the
Collateral under the Collateral Documents (except as expressly provided in the Loan Documents) supporting the Loans hereunder in which
such participant is participating. In the case of any such participation, except as otherwise set forth below in this Section 10.6(h)(iii),
the participant shall not have any rights under this Agreement or any of the other Loan Documents (the participant’s rights against
such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant
relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation.

 

(iii)    Each
Borrower agrees that each participant shall be entitled to the benefits of Sections 2.16 and 2.17 (subject to the requirements
and limitations therein) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph
(c) of this Section; provided, (x) a participant shall not be entitled to receive any greater payment under Section 2.16
or 2.17 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant,
except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after such participant acquired
the participation, and (y) a participant that is not a “United States person” (as defined in Section 7701(a)(30) of the Internal
Revenue Code) for U.S. federal income tax purposes shall not be entitled to the benefits of Section 2.17 unless such Borrower
is notified of the participation sold to such participant and such participant agrees, for the benefit of the Borrower, to comply with
Section 2.17 as though it were a Lender; provided, further, that, except as specifically set forth in clauses (x)
and (y) of this sentence, nothing herein shall require any notice to the Borrower or any other Person in connection with the sale of
any participation. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as
though such participant were a Lender; provided that such participant agrees to be subject to Section 2.15 as though it
were a Lender.



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(i)      Certain
Other Assignments and Participations. In addition to any other assignment or participation permitted pursuant to this Section
10.6, any Lender may assign, pledge and/or grant a security interest in, all or any portion of its Loans, the other Obligations owed
by or to such Lender, and its Notes, if any, to secure obligations of such Lender, including any Federal Reserve Bank as collateral security
pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that
no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment
and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered
substituted as a “Lender” hereto or be entitled to require the assigning Lender to take or omit to take any action hereunder.

 

10.7       [Reserved].

 

10.8       Liens
on After-Acquired Property. Effective as of the entry of the Final DIP Financing Order, the Agent and
the Lenders shall be entitled to all of the rights and benefits of Section 552(b) of the Bankruptcy Code, the “equities of the
case” exception under sections 552(b)(i) and (ii) of the Bankruptcy Code shall not apply to such parties with respect to the proceeds,
products, rents, issues or profits of any of their Collateral, and no expenses of administration of the Cases or any future proceeding
that may result therefrom, including liquidation in bankruptcy or other proceedings under the Bankruptcy Code, may be charged against
proceeds, product, offspring or profits from any of the Collateral under Section 552(b) of the Bankruptcy Code (subject to any provisions
of the Final DIP Financing Order with respect to costs or expenses incurred after entry of such Final DIP Financing Order). Furthermore,
the Borrowers and their estates shall be deemed to have irrevocably waived and have agreed not to assert any claim or right under sections
552 or 726 of the Bankruptcy Code to avoid the imposition of the DIP Liens, on any Property acquired by any of the Borrowers or any of
their estates or to seek to surcharge any costs or expenses incurred in connection with the preservation, protection or enhancement of,
or realization by the Administrative Agent, Collateral Agent or the Lenders upon the Collateral.

 

10.9       Independence
of Covenants. All covenants hereunder shall be given independent effect so that if a particular action
or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be
within the limitations of, another covenant shall not preclude the occurrence of a Default or an Event of Default if such action is taken
or condition exists.



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10.10     Survival
of Representations, Warranties and Agreements.  All representations, warranties and agreements made herein shall survive
the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary,
the agreements of each Borrower set forth in Sections 2.16, 2.17, 10.2, 10.3, 10.4, and 10.12,
and the agreements of Lenders set forth in Sections 2.15, 9.3(b) and 9.5 shall survive the Payment in
Full of the Obligations.

		         

10.11     No
Waiver; Remedies Cumulative.  No failure or delay on the part of any Agent or any Lender in the exercise of any power,
right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver
of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender
hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute
or rule of law or in any of the other Loan Documents. Any forbearance or failure to exercise, and any delay in exercising, any right,
power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude
the further exercise of any such right, power or remedy.

 

10.12     Marshaling;
Payments Set Aside.  Subject to entry of the Final DIP Financing Order, neither any Agent nor any Lender shall be under
any obligation to marshal any assets in favor of any Borrower or any other Person or against or in payment of any or all of the Obligations.
To the extent that any Borrower makes a payment or payments to Administrative Agent, or Lenders (or to Administrative Agent, for the
benefit of Lenders), or any Agent or Lender enforces any security interests or exercises any right of set-off, and such payment or payments
or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal
law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be
satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or set-off had not occurred.

 

10.13     Severability.  In
case any provision in or under this Agreement or any Loan Document shall be held to be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions of this Agreement and the other Loan Documents, shall not in any
way be affected or impaired thereby (it being understood that the invalidity, illegality or unenforceability of a provision in a particular
jurisdiction shall not in and of itself affect the validity, legality or enforceability of such provision in any other jurisdiction).
The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid,
legal and enforceable provisions the economic effect of which comes as close as reasonably possible to that of the invalid, illegal or
unenforceable provisions.

 

10.14     Obligations
Several; Actions in Concert.  The obligations of Lenders hereunder are several and no Lender shall be responsible for the
obligations or Loan Commitment of any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken
by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any
other kind of entity. Anything in this Agreement or any other Loan Document to the contrary notwithstanding, each Lender hereby agrees
with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement or any Note
or otherwise with respect to the Obligations without first obtaining the prior written consent of Administrative Agent or Requisite Lenders
(as applicable), it being the intent of Lenders that any such action to protect or enforce rights under this Agreement or any other Loan
Document with respect to the Obligations shall be taken in concert and at the direction or with the consent of Administrative Agent or
Requisite Lenders (as applicable).



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10.15     Headings.  Section
headings herein are included for convenience of reference only and shall not constitute a part hereof for any other purpose or be given
any substantive effect.

 

10.16   APPLICABLE
LAW.  EXCEPT TO THE EXTENT GOVERNED BY THE BANKRUPTCY CODE, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN
WITH RESPECT TO THE MORTGAGE, WHICH SHALL HAVE THE GOVERNING LAW AS PROVIDED FOR THEREIN) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

 

10.17     CONSENT
TO JURISDICTION.  EACH BORROWER IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION
OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR TORT OR OTHERWISE, AGAINST ANY AGENT, ANY
LENDER OR ANY RELATED PARTY OF ANY OF THE FOREGOING, IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
RELATING HERETO OR THERETO, IN A FORUM OTHER THAN THE BANKRUPTCY COURT (OR, IF THE BANKRUPTCY COURT DOES NOT HAVE (OR ABSTAINS FROM)
JURISDICTION, THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS
TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT
ANY RIGHT THAT ANY AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWERS OR THEIR PROPERTIES IN THE COURTS OF ANY JURISDICTION.



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10.18     WAIVER
OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED HEREUPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING
TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER
IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS
TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY
HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY
HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.18 AND EXECUTED BY
EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO
OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



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10.19     Confidentiality.  Each
Agent and each Lender shall hold all non-public information regarding the Borrowers and their businesses identified as such by Borrower
and obtained by such Agent or such Lender pursuant to the requirements hereof in accordance with such Agent’s or such Lender’s
customary procedures for handling confidential information of such nature, it being understood and agreed by each Borrower that, in any
event, Administrative Agent may disclose any such information to the Lenders and other Agents, and any Agent or Lender may make (a) disclosures
of such information to Affiliates of such Lender or such Agent and to their respective officers, Directors, partners, members, employees,
legal counsel, independent auditors and other advisors, experts, or agents on a confidential basis (and to other Persons authorized by
a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with
this Section 10.19), to the extent such Lender in its sole discretion determines that any such party needs and should have access
to such information, (b) disclosures of such information reasonably required by any potential or prospective assignee, transferee or
participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by
any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating
to any Borrower and its obligations (provided that such assignees, transferees, participants, counterparties and advisors are
advised of and agree to be bound by either the provisions of this Section 10.19 or other substantially similar confidentiality
restrictions), (c) disclosure on a confidential basis to any rating agency when required by it, (d) disclosure on a confidential basis
to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the
Loans, (e) disclosures in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) disclosures made pursuant
to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by
applicable law or compulsory legal process (in which case such Person agrees to inform the Borrower promptly thereof to the extent not
prohibited by law), (g) disclosures made upon the request or demand of any regulatory or quasi-regulatory authority purporting to have
jurisdiction over such Person or any of its Affiliates and (viii) disclosures with the consent of the relevant Borrower. Notwithstanding
anything to the contrary set forth herein, each party (and each of their respective employees, representatives or other agents) may disclose
to any and all persons, without limitations of any kind, the tax treatment and tax structure of the transactions contemplated by this
Agreement and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such
tax treatment and tax structure. However, any information relating to the tax treatment or tax structure shall remain subject to the
confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable the parties
hereto, their respective Affiliates, and all of their respective Directors and employees to comply with applicable securities laws. For
this purpose, “tax structure” means any facts relevant to the federal income tax treatment of the transactions contemplated
by this Agreement but does not include information relating to the identity of any of the parties hereto or any of their respective Affiliates.
Notwithstanding the foregoing, on or after the Closing Date, Administrative Agent may, at its own expense, issue news releases and publish
 “tombstone” advertisements and other announcements relating to this transaction in newspapers, trade journals and other appropriate
media (which may include use of logos of one or more of the Borrowers) (collectively, “Trade Announcements”). No Lender
or Borrower shall (i) issue any Trade Announcement, (ii) use or reference in advertising, publicity, or otherwise the name of any Lender
or any of their respective Affiliates, or any partner or employee of any Lender or any of their respective Affiliates or (iii) represent
that any product or any service provided has been approved or endorsed by any Lender, or any of their respective Affiliates, except (1)
disclosures required by applicable law, regulation, legal process or the rules of the Securities and Exchange Commission or (2) with
the prior approval of Administrative Agent (upon consultation with the Requisite Lenders).



     105


     


    

10.20     Usury
Savings Clause.  Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of
the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not
exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at
any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of interest that would have been due hereunder if the stated
rates of interest set forth in this Agreement had at all times been in effect. In addition, if, when the Obligations hereunder are Paid
in Full, the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest
that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then
to the extent permitted by law, the Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of
interest paid and the amount of interest that would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding
the foregoing, it is the intention of Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, if any
Lender contracts for, charges, or receives any consideration that constitutes interest in excess of the Highest Lawful Rate, then any
such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding
amount of the Loans made hereunder or be refunded to the Borrower. In determining whether the interest contracted for, charged, or received
by Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by applicable law, (a)
characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest, throughout
the contemplated term of the Obligations hereunder.

 

10.21     Effectiveness;
Counterparts.  This Agreement shall become effective upon the execution and delivery of a counterpart hereof by each of
the parties hereto and receipt by the Borrower and Administrative Agent of written notification of such execution and authorization of
delivery thereof. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed
counterpart of this Agreement.

 

10.22     Entire
Agreement.  This Agreement, together with the other Loan Documents (including any such other Loan Document entered into
prior to the date hereof), reflects the entire understanding of the parties with respect to the transactions contemplated hereby and
shall not be contradicted or qualified by any other agreement, oral or written, made prior to the date hereof.

 

10.23     PATRIOT
Act.  Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that
pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies each Borrower,
which information includes the name and address of each Borrower and other information that will allow such Lender, or Administrative
Agent, as applicable, to identify such Borrower in accordance with the PATRIOT Act.

 

10.24     Electronic
Execution of Assignments and Loan Documents.  The words “execution,” “signed,” “signature,”
and words of like import in any Assignment Agreement or any other Loan Document shall in each case be deemed to include electronic signatures,
signatures exchanged by electronic transmission, or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may
be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions
Act; provided, that Administrative Agent or Collateral Agent may request, and upon any such request the Borrowers shall be obligated
to provide, manually executed “wet ink” signatures to any Loan Document.



     106


     


    

10.25     No
Fiduciary Duty.  Each Agent, Lender, and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”),
may have economic interests that conflict with those of the Borrowers, their equity holders and/or their affiliates. Each Borrower agrees
that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or
other implied duty between any Lender, on the one hand, and such Borrower, its equity holders or its affiliates, on the other. The Borrowers
acknowledge and agree that (a) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder
and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrowers, on the other
and (b) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility
in favor of any Borrower, its equity holders or its affiliates with respect to the transactions contemplated hereby (or the exercise
of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently
advising or will advise any Borrower, its equity holders or its Affiliates on other matters) or any other obligation to any Borrower,
except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent
or fiduciary of any Borrower, its management, stockholders, creditors or any other Person. Each Borrower acknowledges and agrees that
it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own
independent judgment with respect to such transactions and the process leading thereto. Each Borrower agrees that it will not claim that
any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Borrower, in connection
with such transaction or the process leading thereto.

 

10.26     Acknowledgement
and Consent to Bail-In of Affected Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document
or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
Write Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be
bound by:

 

(a)          the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
that may be payable to it by any party hereto that is an Affected Financial Institution; and

 

(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:

 

(i)        a
reduction in full or in part or cancellation of any such liability;

 

(ii)      a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or

 

(iii)     the
variation of the terms of such liability in connection with the exercise of the Write Down and Conversion Powers of the applicable Resolution
Authority.



     107


     


    

[Remainder
of page intentionally left blank]



     108


     


    

	 

	INITIAL
                             LENDER:


	 

	 


	 

	BROOKFIELD
                             STRATEGIC REAL ESTATE PARTNERS II HOSPITALITY REIT II LLC, a Delaware limited liability company


	 

	 


	 

	By:

	 


	 

	 

	Name:

	 


	 

	 

	Title:

	 






     


     


    

	 

	BORROWERS:


	 

	 

	 

	 

	 


	 

	HOSPITALITY
                             INVESTORS TRUST, INC., a Maryland corporation


	 

	 

	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

	 


	 

	 

	Title:

	 


	 

	 

	 

	 

	 


	 

	HOSPITALITY
                             INVESTORS TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership


	 

	 

	 

	 

	 


	 

	By:

	HOSPITALITY
                             INVESTORS TRUST, INC., a Maryland corporation, its general partner


	 

	 

	 

	 

	 


	 

	 

	By:

	 


	 

	 

	 

	Name:

	 


	 

	 

	 

	Title:

	 






     


     


    

	 

	ADMINISTRATIVE
                             AGENT:


	 

	 

	 

	 


	 

	TRIMONT
                             REAL ESTATE ADVISORS, LLC, a Georgia limited liability company


	 

	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

	 


	 

	 

	Title:

	 


	 

	 

	 

	 


	 

	COLLATERAL
                             AGENT:


	 

	 

	 

	 


	 

	TRIMONT
                             REAL ESTATE ADVISORS, LLC, a Georgia limited liability company


	 

	 

	 

	 


	 

	By:

	 


	 

	 

	Name:

	 


	 

	 

	Title:

	 






     


     


    





APPENDIX
A


 


Initial
Term Loan Commitments


 


	Lender 
	 	Initial
                                            Term Loan Commitment 
	 	 	Pro
 
 Rata
                                            Share
 
	 
	Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC	 	$	65,000,000	 	 	 	100	%
	Total 
	 	$	65,000,000	 	 	 	100	%






    APPENDIX A-1


     


    

APPENDIX
B


 


Notice
Addresses


 


if
to the Borrowers:


 


c/o
Hospitality Investors Trust, Inc.

Park Avenue Tower, Suite 801

65 East 55th Street

New York, NY 10022

Attn: Paul Hughes and Bruce Riggins

Email: phughes@hitreit.com; briggins@hitreit.com


 


with
a copy (which shall not constitute notice) to:


 


Proskauer
Rose LLP

11 Times Square

New York, NY 10036-8299

Attn: Steven L. Lichtenfeld, Jeff J. Marwil & Paul V. Possinger

Email: slichtenfeld@proskauer.com, jmarwil@proskauer.com & ppossinger@proskauer.com


 


if
to Lender:


 


Brookfield
Strategic Real Estate Partners II Hospitality REIT II LLC

250 Vesey Street, 11th Floor

New York, NY 10004

Attn: BPG Transactions Legal

Email: realestatenotices@brookfield.com


 


with
a copy (which shall not constitute notice) to:


 


Cleary
Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn:        Steven L. Wilner, Esq.                


 
               Sean A. O’Neal, Esq.





Email:
     swilner@cgsh.com


                soneal@cgsh.com




    1


     


    


if
to Agent:


 


Trimont
Real Estate Advisors, LLC 


One
Alliance Center 


3500
Lenox Road NE, Suite G1 


Atlanta,
Georgia 30326





Attention:
Chris Cummings 


Email:
ccummings@trimontrea.com


 


With
a copy to: servicernotice@trimontrea.com and 


legaldepartment@trimontrea.com





    2


     


    

Schedule
3.1(c)


 


Organizational
Structure





    1


     


    

Schedule
3.1(w)


 


Franchise
and Management Agreement Consents





    1


     


    

Schedule
4.4


 


Adverse
Proceedings





    1


     


    

Schedule
4.7


 


Environmental
Matters





    1


     


    

Schedule
4.8


 


No
Defaults





    1


     


    

Schedule
4.11


 


Employee
Matters





    1


     


    

Schedule
4.12


 


ERISA





    1


     


    

Schedule
4.24


 


Real
Estate Assets





    1


     


    

Schedule
5.20


 


Post-Closing
Matters





    1


     


    

Schedule
6.1(c)


 


Certain
Indebtedness





    1


     


    

Schedule
6.2


 


Certain
Liens





    1


     


    

Schedule
6.10


 


Certain
Affiliate Transactions





    1


     


    

Exhibit
A


 


Funding
Notice





    1


     


    

Exhibit
B


 


Note





    1


     


    

Exhibit
C


 


Reserved





    1


     


    

Exhibit
D


 


Assignment
Agreement





    1


     


    

Exhibit
E


 


Closing
Date Certificate





    1


     


    

Exhibit
F-1





    1


     


    

Exhibit
F-2





    1


     


    

Exhibit
F-3





    3


     


    

Exhibit
F-4




     


     


    






 


Exhibit C


 


Interim DIP Order 


 




IN
THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


 


	 

                                                                                                                                            In
                                            re

         

        HOSPITALITY
        INVESTORS TRUST, INC., et al., 1

        

        Debtors.

         
	 	 

                                                Chapter
                                            11

         

        Case
        No. 21-_____(___)

         

        (Jointly
        Administered)

         

        Re:
        Docket No. ___ 

         



 


INTERIM
ORDER (I) AUTHORIZING THE

DEBTORS TO (A) OBTAIN POSTPETITION FINANCING,

(B) USE CASH COLLATERAL, AND (C) GRANT LIENS AND

SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS; (II) MODIFYING


 THE
AUTOMATIC STAY; (III) SCHEDULING A FINAL HEARING; AND


(IV) GRANTING
RELATED RELIEF


 


Upon
the Motion of the Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain Postpetition Secured Financing,
(B) Use Cash Collateral, and (C) Grant Liens and Superpriority Administrative Expenses Claims; (II) Modifying the Automatic Stay; (III)
Scheduling a Final Hearing; and (IV) Granting Related Relief (the “Motion”),2 seeking entry of (i)
an interim order (this “Interim Order”); (ii) a final order (the “Final Order”); and (iii) requesting
related relief (collectively, the “Requested Relief”) and the Debtors having requested on the record at the interim
hearing on the Motion (the “Interim Hearing”) that the Court enter an Interim Order, inter alia:


 


(a) authorizing
Hospitality Investors Trust, Inc. (“HIT”) and Hospitality Investors Trust Operating Partnership, L.P. (“HITOP,”
and together with HIT, the “Debtors”) to obtain secured postpetition financing on a superpriority basis pursuant to
the terms and conditions of that certain “Super-Priority Senior Secured Debtor-in-Possession Term Loan Agreement,” in substantially
the form attached hereto (without exhibits or schedules) as Exhibit A (as the same may be amended, supplemented, restated or otherwise
modified from time to time in accordance with its terms, and including the exhibits and schedules, the “DIP Credit Agreement”),
by and among the Debtors (each a “Co-Borrower” and collectively, the “Borrowers”), Trimont Real
Estate Advisors, LLC as Administrative Agent and Collateral Agent (in such capacities, the “DIP Agent”), and Brookfield
Strategic Real Estate Partners II Hospitality REIT II LLC (the “Brookfield Investor”) as the initial lender (the “Initial
DIP Lender”) and any other entity that becomes a lender under the DIP Facility in accordance therewith (collectively, the “DIP
Lenders”, and together with the DIP Agent, the “DIP Secured Parties”) in an aggregate principal amount not
to exceed $65,000,000, consisting of a term loan facility in the aggregate principal amount of $65,000,000 (the “DIP Facility”,
and any draws on the DIP Facility, the “DIP Loans”), of which up to $30,000,000 will be available immediately upon
entry of this Interim Order;


 





 



1
The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number,
are:  Hospitality Investors Trust, Inc. (3668) and Hospitality Investors Trust Operating Partnership, L.P. (0136).  The Debtors’
executive offices are located at Park Avenue Tower, 65 East 55th Street, Suite 801, New York, NY 10022. 


2 Unless
otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Motion or the DIP Credit Agreement
(as defined below).





     


     

    

(b) authorizing
the Debtors to execute the DIP Credit Agreement, a definitive pledge and security agreement (the “Pledge and Security Agreement”),
and all other documents, agreements and instruments delivered pursuant thereto or executed or filed in furtherance or in connection therewith,
all of which will be in form and substance customary for transactions of this type, and acceptable to the Initial DIP Lender in its sole
discretion (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with their respective
terms, and, collectively with the DIP Credit Agreement, the “DIP Loan Documents”);





    2 


     


    




(c) authorizing
the Debtors to use the proceeds from the DIP Facility as permitted in the DIP Loan Documents and in accordance with this Interim Order,
the Final Order, and the DIP Budget (as defined below);


 


(d) granting
to the DIP Agent, for itself and for the benefit of the DIP Lenders, superpriority security interests in and liens on all assets that
constitute the DIP Collateral (as defined below) to secure the DIP Facility and all obligations owing and outstanding thereunder and
under the DIP Loan Documents, as applicable, this Interim Order, and the Final Order, as applicable (collectively, and including all
 “Obligations” as described in the DIP Credit Agreement, the “DIP Obligations”), which shall rank
senior in priority to all other liens other than Permitted Priority Liens (as defined below) as described herein and payment of the Carve-Out
(as defined below);


 


(e) granting
superpriority administrative expense claims against each Debtor’s estate to the DIP Secured Parties with respect to the DIP Obligations
in accordance with section 364(c)(1) of the Bankruptcy Code (as defined below) over any and all administrative expenses of any kind or
nature subject and subordinate only to the payment of the Carve-Out;


 


(f)  authorizing
the Debtors to use Cash Collateral (as defined below);


 


(g)  vacating
and modifying the automatic stay pursuant to section 362 of the Bankruptcy Code (the “Automatic Stay”) to the extent
necessary to implement and effectuate the terms and provisions of the Interim Order, the Final Order and the DIP Loan Documents;


 


(h)  waiving
any applicable stay with respect to the effectiveness and enforceability of the Interim Order (including under Rule 6004 of the Federal
Rules of Bankruptcy Procedure (the “Bankruptcy Rules”));





    3 


     


    



(i)  scheduling
a hearing (the “Final Hearing”), pursuant to Bankruptcy Rule 4001(c)(2), to consider final approval of the DIP Facility,
use of Cash Collateral and other Requested Relief pursuant to a proposed final order, as set forth in the Motion and the DIP Loan Documents
filed with this Court; and the Interim Hearing having been held on [•];


 


The
Court having considered the interim relief requested in the Motion, the exhibits attached thereto, the Declaration of Bruce A. Riggins
in Support of Chapter 11 Filing and First Day Pleadings (the “First Day Declaration”), the Declaration of Robert
J. White in Support of the Motion of the Debtors for Entry of Interim and Final Orders (I) Authorizing the Debtors to (A) Obtain
Postpetition Secured Financing, (B) Use Cash Collateral, and (C) Grant Liens and Superpriority Administrative Expenses Claims; (II) Modifying
the Automatic Stay; (III) Scheduling a Final Hearing; and (IV) Granting Related Relief (the “Jefferies Declaration”),
and upon all of the pleadings filed with the Court and the evidence proffered or adduced at the Interim Hearing; and the Court having
heard and resolved or overruled any and all objections to the Requested Relief; and it appearing that the approval of the Requested Relief
is in the best interests of the Debtors, their estates, and creditors and is essential for the continued operation of the Debtors’
businesses and the preservation of the value of the Debtors’ assets; and it appearing that the Debtors’ entry into the DIP
Loan Documents is a sound and prudent exercise of the Debtors’ business judgment; and upon the record herein and after due deliberation
thereon, and good and sufficient cause appearing therefor:





    4 


     


    



IT
IS HEREBY FOUND AND DETERMINED THAT:3


 


A.          
Petition Date. On May 19, 2021 (the “Petition Date”), the Debtors commenced their chapter 11 cases (these “Chapter
11 Cases”) by filing voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Debtors are
operating their businesses and managing their affairs as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code. As of the date hereof, no trustee, examiner or official committee of creditors holding unsecured claims (a “Creditors’
Committee”) has been appointed in any of these Chapter 11 Cases.


 


B.           
Jurisdiction; Venue. The Court has jurisdiction over these Chapter 11 Cases, the parties and the Debtors’ property pursuant
to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. §157(b)(2)(D). The Court is a proper venue of these
Chapter 11 Cases and the Requested Relief under 28 U.S.C. §§ 1408 and 1409.


 


C.           
Notice. Proper, timely, adequate and sufficient notice under the circumstances of the Motion and the Interim Hearing has been
provided in accordance with the Bankruptcy Code, Bankruptcy Rules 2002, 4001(b), (c), and (d), and 9014, and the Local Rules of Practice
and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), and no other
or further notice of the Motion with respect to the relief requested at the Interim Hearing or the entry of this Interim Order shall
be required.


 





 



3
Findings of fact shall be construed as conclusions of law, and conclusions of law shall be construed as findings of fact, as applicable,
pursuant to Bankruptcy Rule 7052.




    5 


     


    



D.           
Debtors’ Acknowledgments and Stipulations. The Debtors acknowledge, represent, stipulate, and agree:


 


(i)          
Necessary Approvals. Upon approval of this Interim Order by the Court, the Debtors have obtained all authorizations, consents
and approvals required to be obtained from, and have made all filings with and given all notices required to be given to, all federal,
state and local governmental agencies, authorities and instrumentalities in connection with the execution, delivery, validity and enforceability
of the DIP Loan Documents to which any Debtor is a party and the use of Cash Collateral as provided herein;


 


(ii)          
DIP Liens and Obligations. Until such time as all DIP Obligations are indefeasibly paid in full in cash, the Debtors shall not
in any way prime or seek to prime (or otherwise cause to be subordinated in any way) the liens and security interests provided to the
DIP Lenders by offering a subsequent lender or any party-in-interest a superior or pari passu lien or claim pursuant to section 364(d)
of the Bankruptcy Code, or otherwise, except with respect to (a) prior payment of the Carve-Out and (b) the Permitted Prior Liens. Until
such time as all DIP Obligations are indefeasibly paid in full in cash, the Debtors shall not in any way or at any time permit to exist
an administrative expense claim against the Debtors of any kind or nature whatsoever, including, without limitation, claims for any administrative
expenses of the kind specified in, or arising or ordered under sections 105, 326, 328, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113
and 1114 of the Bankruptcy Code, that is superior to or pari passu with the DIP Superpriority Claim (as defined below) provided herein,
except with respect to prior payment of the Carve-Out.





    6 


     


    



E.           
Cash Collateral. For purposes of this Interim Order, the term “Cash Collateral” shall mean and include all
cash and cash equivalents of the Debtors, whenever or wherever acquired, and the proceeds of all collateral pledged to the DIP Agent
constitute cash collateral, as contemplated by section 363 of the Bankruptcy Code, in or on which the DIP Agent has, for the benefit
of the DIP Lenders, a lien, security interest or other interest whether existing on the Petition Date, arising pursuant to this Interim
Order or otherwise and shall include, without limitation:


 


(i)          
all cash proceeds arising from the collection, sale, lease or other disposition, use or conversion of any real or personal property,
including insurance policies, in or on which the DIP Lenders have a lien, whether as part of the DIP Collateral or pursuant to an order
of the Court or applicable law or otherwise, and whether such property has been converted to cash, existed as of the commencement of
these Chapter 11 Cases, or arose or was generated thereafter;


 


(ii)          
all of the respective deposits, refund claims and rights in retainers of the Debtors on which the DIP Secured Parties hold a lien, whether
as part of the DIP Collateral or pursuant to an order of the Court or applicable law or otherwise; and


 


(iii)          the
proceeds of any sale of DIP Collateral, including any Collateral Asset Sale.


 


F.           
Purpose and Necessity of Financing. The Debtors require the financing described in the Requested Relief (i) for working capital
and general corporate purposes, (ii) to pay fees and expenses incurred by the DIP Lenders in connection with the DIP Loan Documents as
provided therein, (iii) to pay restructuring costs and Professional Fees of the Debtors relating solely to these Chapter 11 Cases, and
(iv) for other purposes as provided in and subject to the terms of the DIP Credit Agreement, and subject to compliance with the DIP Budget
and the Permitted Variances, as provided in the DIP Credit Agreement. If the Debtors do not obtain authorization to borrow under the
DIP Credit Agreement, they will suffer immediate and irreparable harm. The Debtors are unable to obtain adequate unsecured credit allowable
as an administrative expense under section 503 of the Bankruptcy Code, or other sufficient financing under sections 364(c) of the Bankruptcy
Code, on more favorable terms than those set forth in the DIP Loan Documents, based on the totality of the circumstances, as set forth
in the First Day Declaration and the Jefferies Declaration. A loan facility in the amount provided by the DIP Loan Documents is not available
to the Debtors without granting the DIP Agent, for the benefit of the DIP Lenders, superpriority claims, liens, and security interests,
pursuant to sections 364(c)(1), 364(c)(2), and 364(c)(3) of the Bankruptcy Code, as provided in this Interim Order and the DIP Loan Documents.
As set forth in the First Day Declaration and the Jefferies Declaration, after considering all alternatives, the Debtors have concluded,
in the exercise of their sound business judgment, that the DIP Facility represents the best financing available to them at this time.





    7 


     


    



G.           
Good Cause Shown. Good cause has been shown for entry of this Interim Order. The ability of the Debtors to obtain sufficient working
capital and liquidity under the DIP Loan Documents is vital to the Debtors’ estates and creditors. The liquidity to be provided
under the DIP Loan Documents will enable the Debtors to continue to operate their businesses in the ordinary course and preserve the
value of the Debtors’ assets. Among other things, entry of this Interim Order is necessary to maximize the value of the Debtors’
assets and to avoid immediate and irreparable harm to the Debtors and their estates, and, accordingly, is in the best interests of the
Debtors, their estates and their stakeholders. Based on this Motion, the First Day Declaration, the Jefferies Declaration, and the record
presented to the Court at the Interim Hearing, the terms of the DIP Credit Agreement pursuant to this Interim Order and the DIP Loan
Documents are fair and reasonable, reflect the Debtors’ exercise of their prudent business judgment consistent with their fiduciary
duties, and constitute reasonably equivalent value and fair consideration.


 


H.           
Section 506(c) Waiver. In light of (i) the DIP Agent’s and the DIP Lenders’ agreement to permit their DIP Liens and
DIP Superpriority Claim (as defined below) to be subject to prior payment of the Carve-Out, and in exchange for and as a material inducement
to the DIP Agent and DIP Lenders to agree to provide the DIP Facility, the DIP Agent and the DIP Lenders are each entitled to, subject
to entry of the Final Order, a waiver of the provisions of section 506(c) of the Bankruptcy Code.





    8 


     


    



I.            
Good Faith.


 


(i)          
The DIP Lenders have indicated a willingness to provide financing to the Debtors subject to: (a) entry of this Interim Order and the
Final Order; (b) approval of the terms and conditions of the DIP Facility and the DIP Loan Documents; (c) satisfaction of the closing
conditions set forth in the DIP Loan Documents; and (d) findings by this Court that the DIP Facility and the Debtors’ use of Cash
Collateral as provided for herein are essential to the Debtors’ estates, that the DIP Secured Parties are extending credit to the
Debtors pursuant to the DIP Loan Documents and this Interim Order in good faith, and that the DIP Agent’s and DIP Lenders’
claims, superpriority claims, security interests and liens and other protections granted pursuant to this Interim Order and the DIP Documents
will have the protections provided by section 364(e) of the Bankruptcy Code.


 


(ii)          
The terms of the DIP Loan Documents, including, without limitation, the interest rates and fees applicable, and intangible factors relevant
thereto, are more favorable to the Debtors than any available from alternative sources. Based upon the record before the Court, the DIP
Loan Documents have been negotiated in good faith and at arm’s-length among the Debtors, the DIP Lenders and the DIP Agent. Any
DIP Loans and other financial accommodations made to the Debtors by the DIP Agent and the DIP Lenders pursuant to the DIP Loan Documents
and this Interim Order shall be deemed to have been extended by the DIP Agent and the DIP Lenders in good faith, as that term is used
in section 364(e) of the Bankruptcy Code, and the DIP Agent and the DIP Lenders shall be entitled to all protections afforded thereby.





    9 


     


    



J.            
Fair Consideration and Reasonably Equivalent Value. Each of the Debtors has received and will receive fair and reasonable consideration
in exchange for access to the DIP Loans and all other financial accommodations provided under the DIP Loan Documents and this Interim
Order. The terms of the DIP Loan Documents are fair and reasonable, reflect the Debtors’ exercise of prudent business judgment
consistent with their fiduciary duties and are supported by reasonably equivalent value and fair consideration.


 


K.           Immediate
Entry of Interim Order. The Debtors have requested immediate entry of this Interim Order pursuant to Bankruptcy Rule 4001(c)(2).
The permission granted herein to enter into the DIP Loan Documents and to obtain funds thereunder is necessary to avoid immediate and
irreparable harm to the Debtors. This Court concludes that entry of this Interim Order is in the best interests of the Debtors’
respective estates and creditors as its implementation will, among other things, allow for access to the financing necessary for the
continued operations of the Debtors’ existing businesses and further enhance the Debtors’ prospects for a successful reorganization.
Based upon the foregoing findings, acknowledgements and conclusions, and upon the record made before this Court at the Interim Hearing,
and good and sufficient cause appearing therefor;


 


IT
IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:


 


1.           
Motion Approved. The Motion is granted on an interim basis as set forth herein, and the Debtors’ incurrence of the DIP Facility
and use of Cash Collateral on an interim basis is authorized, subject to the terms of this Interim Order.


 


2.           
Objections Overruled. Any objections, reservations of rights or other statements with respect to the Motion and entry of the Interim
Order, to the extent not withdrawn or resolved, are overruled on the merits. This Interim Order shall become effective immediately upon
its entry.





    10 


     


    



AUTHORIZATION
FOR DIP FINANCING AND USE OF CASH COLLATERAL


 


3.            
Authorization for DIP Financing and Use of Cash Collateral Pursuant to DIP Budget.


 


(a)           The
Debtors are hereby authorized, on an interim basis, to incur DIP Obligations on a joint and several basis immediately subject to the
terms of this Interim Order, the DIP Budget (subject to the Permitted Variances) and the DIP Loan Documents, in the aggregate principal
amount of up to $30,000,000 (the “Interim Funding Amount”). The Debtors are hereby authorized to borrow money pursuant
to the DIP Credit Agreement, subject to any limitations on and conditions precedent to borrowing under the DIP Loan Documents, and to
use the proceeds of such borrowings for working capital and general corporate purposes of the Debtors and for other uses permitted under
the DIP Credit Agreement, bankruptcy-related costs and expenses, and any other amounts required or allowed to be paid in accordance with
this Interim Order, but only as and to the extent authorized by the DIP Budget (subject to the Permitted Variances) and the DIP Loan
Documents.


 


(b)           Prior
to the Termination Date, the Debtors are authorized to use Cash Collateral subject to and in accordance with the terms, conditions, and
limitations set forth in this Interim Order, the DIP Budget (subject to the Permitted Variances) and the DIP Loan Documents, without
further approval by the Court.





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(c)           The
Debtors have delivered to the DIP Secured Parties a rolling cash forecast, in form, scope and substance consistent with historical operating
practice and acceptable to the DIP Secured Parties in their sole discretion, for a period of thirteen (13) weeks beginning on the Petition
Date and updated every four (4) weeks thereafter in accordance with the terms of the DIP Credit Agreement, setting forth projected cash
flows and disbursements, a copy of which is attached hereto as Exhibit B (the “DIP Budget”). The DIP Budget
shall at all times be in form and substance acceptable to, and as approved by, the Requisite Lenders, in their respective sole discretion,
in accordance with the DIP Credit Agreement. The Debtors shall provide updates to the DIP Budget at least once every four (4) weeks with
respect to the Debtors, in accordance with the terms of the DIP Loan Documents, in form and substance satisfactory to the Requisite Lenders.
The Debtors shall also provide (i) a DIP Budget Variance Report to the DIP Agent and the DIP Lenders certified by the chief financial
officer of the Borrowers containing a report showing actual cash receipts and disbursements for the immediately two (2) preceding weeks,
noting all variances on a line item basis from amounts set forth in the DIP Budget for such period, and explanations for all material
variances and (ii) additional customary reporting to be agreed among the Borrowers and the Initial DIP Lender. Funds borrowed under
the DIP Credit Agreement and Cash Collateral used under this Interim Order, as well as other cash held by the Debtors, shall be used
by the Debtors in accordance with the DIP Budget (subject to the Permitted Variances), the DIP Loan Documents and this Interim Order.
The consent of the Requisite Lenders to any DIP Budget shall not be construed as a commitment to provide DIP Loans or to permit the use
of Cash Collateral (subject to the Carve-Out) after the occurrence of the Termination Date, regardless of whether the aggregate funds
shown on the DIP Budget have been expended.


 


(d)          Any
amendments, supplements or modifications to the DIP Budget must be consented to in writing by the Requisite Lenders, in their sole discretion
in accordance with the DIP Credit Agreement, prior to the implementation thereof and shall not require further notice, hearing, or court
order; provided, however, that the Debtors will provide written notice of any such amendment, supplement or modification
to the Creditors’ Committee (if any).





    12 


     


    



(e)           The
DIP Secured Parties (i) may assume the Debtors will comply with the DIP Budget (subject to the Permitted Variances), (ii) shall have
no duty to monitor such compliance and (iii) shall not be obligated to pay (directly or indirectly from the DIP Collateral) any unpaid
expenses incurred or authorized to be incurred pursuant to any DIP Budget. All advances and extensions of credit shall be based upon
the terms and conditions of the DIP Loan Documents, as the same may be adjusted from time to time.


 


(f)          
Notwithstanding anything in this Interim Order to the contrary, the DIP Loan Documents shall expire, and the DIP Loans made pursuant
to this Interim Order and the DIP Loan Documents will mature, and together with all interest thereon and any other obligations accruing
under the DIP Loan Documents, will become due and payable (unless such obligations become due and payable earlier pursuant to the terms
of the DIP Loan Documents and this Interim Order by way of acceleration or otherwise) on the Termination Date.


 


4.            
Authority to Execute and Deliver Necessary Documents.


 


(a)           Each
of the Debtors is authorized to negotiate, prepare, enter into, and deliver the DIP Loan Documents, in each case including any amendments
thereto. Each of the Debtors is further authorized to negotiate, prepare, enter into and deliver any UCC financing statements, pledge
and security agreements, deposit account control agreements, mortgages or deeds of trust, or similar documents or agreements encumbering
all of the DIP Collateral and securing all of the Debtors’ Obligations under the DIP Loan Documents, each as may be provided for
under the DIP Credit Agreement or as otherwise reasonably requested by the DIP Secured Parties.





    13 


     


    



(b)          Each
of the Debtors is further authorized to (i) perform all of its Obligations under the DIP Loan Documents, and such other agreements as
may be required by the DIP Loan Documents to give effect to the terms of the financing provided for therein and in this Interim Order,
and (ii) perform all acts required under the DIP Loan Documents and this Interim Order.


 


5.            
Valid and Binding Obligations. All Obligations under the DIP Loan Documents shall constitute valid, binding, and nonavoidable
Obligations of each of the Debtors, enforceable against each of them and each of their successors and assigns, in accordance with their
terms and the terms of this Interim Order, and no obligation, payment, transfer, or grant of a lien or security interest under the DIP
Loan Documents or this Interim Order shall be stayed, restrained, voidable, or recoverable under the Bankruptcy Code or under any applicable
law (including, without limitation, under section 502(d) of the Bankruptcy Code) or subject to any avoidance, reduction, set off, offset,
recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaims, cross-claims, defenses, or any other
challenges under the Bankruptcy Code or any applicable law or regulation by any person or entity.





    14 


     


    



6.           
Authorization for Payment of DIP Financing Fees and Expenses. All fees paid and payable, including any make-whole fees, and all
costs and/or expenses reimbursed or reimbursable (including, costs and expenses referred to in the DIP Loan Documents and the DIP Agent’s
and DIP Lenders’ and each of their respective Affiliates’ attorneys’ fees and expenses), under the DIP Loan Documents,
by the Debtors to the DIP Secured Parties are hereby approved and shall not be subject to disgorgement by any party for any reason. Subject
to the notice provision below, the Debtors are hereby authorized to pay all such fees, costs and expenses in accordance with the terms
of the DIP Loan Documents and this Interim Order, without any requirement that the Debtors, the DIP Agent, the DIP Lenders or any of
their respective counsel file any further application or other pleading, notice, or document with the Court for approval or payment of
such fees, costs, or expenses. Subject to the notice provision below, the Debtors agree to pay promptly (without further order of or
application to the Court) all the reasonable, documented out-of-pocket fees, costs and expenses incurred by the DIP Agent, DIP Lenders,
the Brookfield Investor, and each of their Affiliates (the foregoing to include all unpaid prepetition fees, costs and expenses incurred
by the DIP Agent, the DIP Lenders, the Brookfield Investor, and each of their Affiliates in connection with the DIP Facility, the Restructuring
Support Agreement and the restructuring transactions related thereto), in connection with (a) the preparation, negotiation and execution
of this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith and in connection
with any transaction contemplated thereby, including the Restructuring Support Agreement and related transactions and documents, (b)
creating, perfecting, recording, maintaining, and preserving Liens under the DIP Loan Documents, including filing and recording fees,
expenses and taxes, stamp or documentary taxes, search fees and title insurance premiums, (c) the on-going administration of the DIP
Loan Documents (including the preparation, negotiation and execution of any amendments, consents, waivers, assignments, restatements
or supplements thereto), (d) the custody or preservation of any of the Collateral (including the reasonable fees, expenses and disbursements
of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel), (e) any and all aspects
of the Chapter 11 Cases, including, without limitation, the reasonable and documented out-of-pocket fees and expenses of the Brookfield
Investor and Initial DIP Lender’s legal counsel (Cleary Gottlieb Steen & Hamilton LLP and Young Conaway Stargatt & Taylor,
LLP), the DIP Agent’s legal counsel (Thompson & Knight), and other professionals, hired by or on behalf of Brookfield Investor
(including in its capacity as the Initial DIP Lender) and the DIP Agent, (f) the enforcement or preservation of any rights under the
DIP Loan Documents, (g) after the occurrence of a Default or an Event of Default, enforcing or preparing for enforcement of any Obligations
of or in collecting or preparing to collect any payments due from any Borrower under the DIP Credit Agreement or under the other Loan
Documents by reason of such Default or Event of Default (including in connection with any actual or prospective sale of, collection from,
or other realization upon any of the Collateral), (h) in connection with any structuring, planning, preparation, negotiation, or execution
of any standstill, forbearance or work-out arrangements involving the Borrower or any actual or prospective refinancing, recapitalization
or restructuring of the Borrower, whether or not pursuant to or in contemplation of any insolvency or bankruptcy cases or proceedings,
and (i) any and all other costs and expenses payable under Section 10.2 of the DIP Credit Agreement. Subject to the notice provision
below, the foregoing fees, costs, and expenses of the DIP Agent, the DIP Lenders and Brookfield Investor authorized by this Interim Order,
whether incurred prior to or after the Petition Date, including, without limitation, all fees referred to in the DIP Loan Documents and
the Restructuring Support Agreement, shall be deemed fully earned, non-refundable and irrevocable as of the date of this Interim Order.
None of the DIP Agent’s, DIP Lenders’ or Brookfield Investor’s attorneys, financial advisors and accountants’
fees and disbursements shall be subject to the prior approval of this Court or the guidelines of the Office of the United States Trustee
for this region (the “U.S. Trustee”), and no recipient of any such payment shall be required to file with respect
thereto any interim or final fee application with this Court. Other than with respect to any fees, costs and expenses payable on the
Closing Date or as otherwise provided by an order of the Court, any such fees, costs and expenses shall be evidenced by a summary invoice
(redacted, as necessary, to protect any applicable privilege) and delivered to the Debtors, the U.S. Trustee, and the Creditors’
Committee (if any). The U.S. Trustee and the Creditors’ Committee (if any) shall have ten (10) Business Days from the date of such
delivery (the “Professional Fee Review Period”) within which to object in writing to such payment. In the absence
of any objection by the U.S. Trustee or any Creditors’ Committee following the expiration of the Professional Fee Review Period,
the Debtors shall pay such invoice promptly, and in any event within five (5) calendar days, without the need for further application
to or order of the Court. In the event that, within such period, the U.S. Trustee or the Creditors’ Committee (if any) raises an
objection to a particular invoice, the applicable counsel shall notify the Debtors in writing of the objection and the Debtors shall
pay the fees and expenses not subject to the objection within three (3) Business Days following the expiration of the Professional Fee
Review Period, without the need for further application to or order of the Court.





    15 


     


    



7.            
Amendments, Consents, Waivers, and Modifications. The Debtors, with the express written consent of the DIP Agent and Requisite
Lenders (or all affected DIP Lenders, as required in accordance with the DIP Credit Agreement) in accordance with the DIP Credit Agreement,
may enter into any non-material amendments, consents, waivers, or modifications to the DIP Loan Documents without the need for further
notice and hearing or any order of this Court.


 


DIP
LIENS AND DIP SUPERPRIORITY CLAIMS


 


8.            
DIP Liens


 


(a)           To
secure the DIP Obligations, the DIP Agent is hereby granted for the benefit of the DIP Secured Parties (i) pursuant to section 364(c)(2),
a perfected first-priority lien on the DIP Collateral (as defined below) to the extent that such DIP Collateral was not subject to Permitted
Priority Liens4; and (ii) pursuant to section 364(c)(3), a perfected lien on the DIP Collateral junior to any Permitted Priority
Liens on such DIP Collateral, in each case subject to the Carve-Out ((i) and (ii) collectively, the “DIP Liens”).


 





 



4
“Permitted Priority Liens” means valid, enforceable, non-avoidable and perfected liens in existence on the Petition
Date (including valid liens in existence on the Petition Date that are perfected after the Petition Date as permitted by § 546(b)
of the Bankruptcy Code). 



    16 


     


    



(b)          The
DIP Liens shall attach to all of the property, assets or interests in property or assets of each Debtor, and all “property of the
estate” (within the meaning of the Bankruptcy Code) of each Debtor, of any kind or nature whatsoever, real or personal, tangible
or intangible or mixed, now existing or hereafter acquired or created, including, without limitation, all of each Debtor’s now
owned or hereafter acquired right, title, and interest in and to: (i) all of the property, assets or interests in property or assets
of each Debtor and all “property of the estate” (other than Excluded Assets, including claims and causes of action under
sections 502(d), 544, 545, 547, 548, 550, and 553 of the Bankruptcy Code, or any other avoidance actions under the Bankruptcy Code (collectively,
 “Avoidance Actions”), or any other assets excluded under Section 2.2 of the Pledge and Security Agreement) and, to
the extent any property, assets or interests of any Debtor are excluded from the DIP Collateral, the proceeds of such property, assets
or interests; (ii) the proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance
covering any or all of the foregoing, and any money or other tangible or intangible property resulting from the sale, exchange, collection
or other disposition of any of the foregoing, or any portion thereof or interest therein, and the proceeds thereof; (iii) all other property
and assets including, without limitation, Cash Collateral and all cash and non-cash proceeds, rents, products, substitutions, accessions,
offspring and profits of any of the collateral described above; and (iv) subject to the entry of the Final Order, any proceeds or property
recovered, unencumbered or otherwise, from Avoidance Actions (“Avoidance Action Proceeds”) (collectively with (i)-(iv),
the “DIP Collateral”); subject only to (1) the Permitted Priority Liens, and (2) prior payment of the Carve-Out.


 


(c)           The
DIP Liens shall be effective immediately upon the entry of this Interim Order and shall not at any time be made subject or subordinated
to, or made pari passu with, any other lien, security interest or claim existing as of the Petition Date, or created under sections
363 or 364 of the Bankruptcy Code or otherwise, other than (i) the Permitted Priority Liens as provided herein, and (ii) prior payment
of the Carve-Out.





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(d)          The
DIP Liens shall be and hereby are deemed fully perfected liens and security interests, effective and perfected upon the date of this
Interim Order, without the necessity of execution by the Debtors of mortgages, control agreements, security agreements, pledge agreements,
financing agreements, financing statements or any other agreements or instruments, such that no additional actions need be taken by the
DIP Secured Parties to perfect such interests.


 


9.            
DIP Lenders’ Superpriority Claim. The DIP Agent, for the benefit of the DIP Secured Parties, is hereby granted an allowed
superpriority administrative expense claim (the “DIP Superpriority Claim”) pursuant to section 364(c)(1) of the Bankruptcy
Code in each of the Debtors’ Chapter 11 Cases and in any successor case(s) under the Bankruptcy Code (including any case or cases
under chapter 7 of the Bankruptcy Code, the “Successor Case(s)”) for all DIP Obligations, having priority over any
and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without limitation, all
administrative expenses of the kinds specified in or arising or ordered under sections 105(a), 326, 328, 330, 331, 503(a), 503(b), 506(c),
507(a), 507(b), 546(c), 546(d), 726, 1113, and 1114 and any other provision of the Bankruptcy Code or otherwise, whether or not such
expenses or claims may become secured by a judgment lien or other non-consensual lien, levy or attachment, which allowed DIP Superpriority
Claim shall be payable from and have recourse to all pre- and postpetition property of the Debtors, including all cash and cash equivalents,
and all proceeds thereof including, without limitation but subject to entry of a Final Order, any Avoidance Actions Proceeds. The DIP
Superpriority Claim granted in this paragraph shall be subject and subordinate in priority of payment only to prior payment of the Carve-Out.
Except as referenced in this Interim Order, no other superpriority claims shall be granted or allowed in these Chapter 11 Cases or in
any Successor Case(s). The DIP Superpriority Claim shall be senior in all respects to any superpriority claims granted in these Chapter
11 Cases including, without limitation, on account of any break-up fee or expense reimbursement that may be granted by the Court in connection
with any sale of the Debtors’ assets.





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10.          Survival
of DIP Liens and DIP Superpriority Claim. The DIP Liens, DIP Superpriority Claim and other rights and remedies granted under this
Interim Order to the DIP Agent, for the benefit of itself and the DIP Lenders, shall continue in this and any Successor Case(s) and shall
be valid and enforceable against any trustee appointed in any or all of the Debtors’ Chapter 11 Cases and/or upon the dismissal
of any or all of the Debtors’ Chapter 11 Cases or any Successor Case(s) and such liens and security interests shall maintain their
priority as provided in this Interim Order until all the DIP Obligations have been indefeasibly paid in full in cash and the DIP Lenders’
commitments have been terminated in accordance with the DIP Loan Documents.




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CARVE-OUT;
RESTRICTIONS ON USE OF FUNDS


 


11.          Carve-Out.


 


(a)           The
DIP Liens and the DIP Superpriority Claim shall be subject and subordinate only to prior payment of: (i) fees payable to the United States
Trustee pursuant to 28 U.S.C. § 1930(a)(6) or to the Clerk of the Court (the “Case Administration Fees”),
(ii) all reasonable fees and expenses up to $25,000 incurred by a trustee under section 726(b) of the Bankruptcy Code (iii) unpaid professional
fees and expenses payable to any Professional Person5 (collectively, the “Professional Fees”), that are
incurred or accrued prior to the date on which the DIP Agent provides written notice to the Debtors and the Creditors’ Committee
(if any) of the occurrence of either an Event of Default or the Termination Date (such notice, the “Carve-Out Notice”,
and the date of a delivery of such notice to the Debtors and the Creditors’ Committee (if any), the “Carve-Out Effective
Date”), but solely if, as and to the extent such Professional Fees (whenever incurred prior to the Carve-Out Effective Date)
are ultimately allowed by the Court pursuant to section 330 of the Bankruptcy Code, and, with respect to any Professional Fees incurred
by any Professional Person retained by the Creditors’ Committee (if any), have been provided for in, and are consistent with, the
DIP Budget (subject to the Permitted Variances), and (iv) unpaid Debtors’ Professional Fees and Creditors’ Committee’s
Professional Fees, in each case incurred or accrued on or after the Carve-Out Effective Date in an aggregate amount not to exceed $250,000,
to the extent allowed at any time, whether by interim order, procedural order or otherwise (clauses (i)–(iv), collectively, the
 “Carve-Out”, and clause (iv) alone, the “Capped Carve-Out”). Subject to the immediately preceding
sentence, so long as the Carve-Out Effective Date has not occurred, the Debtors shall be permitted to pay Case Administration Fees and
Professional Fees allowed and payable under Bankruptcy Code sections 330, 331, and 503, as provided in the DIP Loan Documents and, with
respect to any Professional Fees incurred by any Professional Person retained by the Creditors’ Committee (if any), the DIP Budget
(subject to the Permitted Variances), provided that, as described below, the Debtors shall pay all Professional Fees allowed by
the Court first from the Professional Fee Trust Account (as defined below). Any payment of Carve-Out expenses incurred after the occurrence
of the Carve-Out Effective Date, including any payment of Professional Fees, shall permanently reduce the Capped Carve-Out on a dollar-for-dollar
basis. Without limiting the generality of the foregoing, the Carve-Out shall not include, apply to or be available for any success fee
or similar payment to any professionals or other persons, including, without limitation, any such fee payable in connection with a restructuring
or asset disposition with respect to any of the Debtors or otherwise unless consistent with the Restructuring Support Agreement or otherwise
agreed to in writing by the DIP Agent and the Requisite Lenders (or all affected Lenders, as applicable) in accordance with the DIP Credit
Agreement.


 




 






5
Professional Person means any attorney, financial advisor, accountant, appraiser, monitor, auctioneer or other professional person
and who is retained, with Court approval, by (a) the Debtors pursuant to any one or more of Sections 327, 328(a), and 363 of
the Bankruptcy Code or (b) any Creditors’ Committee pursuant to Section 1103(a) of the Bankruptcy Code. 



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(b)          Prior
to the Carve-Out Effective Date: (i) the Debtors shall establish and fund an account (the “Professional Fee Trust Account”)
for purposes of funding the Carve Out; (ii) commencing upon the first [•] after the Closing Date, the Debtors shall deposit
in the Professional Fee Trust Account an amount equal to the aggregate amount sufficient to pay the Professional Fees set forth in paragraph
11(a)(iii) above (excluding any success fees) in the amount projected in the DIP Budget (without taking into consideration any Permitted
Variances) for such week (the “Professional Fee Trust Weekly Amounts”); (iii) prior to the Carve-Out Effective Date,
to the extent that there are insufficient funds in the Debtors’ operating accounts, the Debtors shall be permitted to borrow under
the DIP Credit Agreement to fund the Professional Fee Trust Weekly Amounts subject to the terms of this Interim Order and the DIP Credit
Agreement; and (iv) the Debtors shall pay any and all Professional Fees allowed by the Court first from the Professional Fee Trust Account
(excluding restructuring, sale, financing, or other success fees).


 



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(c)           Every
Thursday beginning with the first full calendar week following the Petition Date, each Professional Person shall deliver to the
Debtors a good-faith estimate of (i) the cumulative total amount of unreimbursed fees and expenses incurred in the preceding
two-week period and (ii) the total amount of fees and expenses that have been paid to date by the Debtors to such Professional
Person (each such statement, a “Fee Statement”); provided, that within one business day of the occurrence
of the Carve-Out Effective Date, each Professional Person shall deliver one additional statement setting forth a good-faith estimate of the
amount of unreimbursed fees and expenses incurred during the period commencing on the calendar day after delivery of the most recent
Fee Statement and concluding on the Carve-Out Effective Date. To the extent the amount of Professional Fees accrued and claimed in a Fee
Statement exceeds the Professional Fee Trust Weekly Amounts for the applicable periods, respectively, and such fees and expenses
have otherwise not been paid by the Debtors, the Debtors shall, within two (2) Business Days, fund additional amounts into the
Professional Fee Trust Account equal to the difference between the Professional Fee Trust Weekly Amounts and the amount accrued and
claimed in the applicable Fee Statement (each, a “Top Off Amount”). For the avoidance of doubt, after the
Carve-Out Effective Date, the Debtors shall fund the Top Off Amount only from the funds in the Debtors’ operating accounts,
and the Debtors shall not be permitted to borrow under the DIP Credit Agreement to fund the Top Off Amount.


 


(d)          The
Professional Fee Trust Account shall be maintained, and the funds therein (the “Funded Reserve Amount”) shall be held
in trust, for the benefit of Professionals. Any and all amounts in the Professional Fee Trust Account shall not be subject to any cash
sweep and/or foreclosure provisions in the DIP Loan Documents, and neither the DIP Lenders nor the DIP Agent shall be entitled to sweep
or foreclose on such amounts notwithstanding any provision to the contrary in the DIP Loan Documents. Immediately following the Carve-Out
Effective Date, the Debtors shall transfer (i) an amount equal to the Capped Carve-Out and (ii) an amount equal to all unpaid Professional
Fees set forth in clauses (a)(ii) and (a)(iii) of this paragraph 11 to the extent not previously funded, into the Professional Fee Trust
Account from their operating accounts. Any excess amounts remaining in the Professional Fee Trust Account after payment of the Professional
Fees shall be refunded to the Debtors and transferred to a Controlled Account and shall remain DIP Collateral.





    22 


     


    



(e)           Nothing
contained in this Interim Order shall be construed: (i) to exempt those persons hereafter receiving interim compensation payments or
reimbursement of expenses pursuant to any such Court-approved procedure from the applicable provisions of bankruptcy law, including the
requirements that such compensation or reimbursement be allowed on a final basis after the filing of appropriate fee applications, and,
if applicable, any subsequent order of this Court requiring that such payments be disgorged, and/or (ii) as consent to the allowance
of any fees and expenses referred to above, and shall not affect any right of the DIP Agent, the DIP Lenders, the United States Trustee
or the Creditors’ Committee (if any) to object to the reasonableness of such amounts.


 


(f)          
Notwithstanding anything to the contrary in this Interim Order or the DIP Loan Documents, under no circumstances (which, for the avoidance
of doubt, includes, but is not limited to, an Event of Default or a termination of the DIP Loan Documents) shall the Debtors be prohibited
in any way from accessing or drawing upon their operating accounts for the purpose of funding the Professional Fee Trust Account in accordance
with this Interim Order.


 


(g)          None
of the DIP Agent or the DIP Lenders shall be responsible for the payment or reimbursement of any fees or disbursements of any Debtor
Professionals incurred in connection with the Chapter 11 Cases or any Successor Cases under any chapter of the Bankruptcy Code. Nothing
in this Interim Order or otherwise shall be construed to obligate the DIP Agent or the DIP Lenders in any way, to pay compensation to,
or to reimburse expenses of, any Debtor Professional or to guarantee that the Debtors have sufficient funds to pay such compensation
or reimbursement.





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12.           Restrictions
on Use of Funds. Notwithstanding anything in this Interim Order or the DIP Loan Documents to the contrary, no proceeds of the DIP
Facility or any DIP Collateral (including, without limitation, Cash Collateral) or any portion of the Carve-Out may be used in any manner
to (a) request authorization to obtain postpetition loans or other financial accommodations pursuant to section 364(c) or (d) of the
Bankruptcy Code or otherwise, other than from the DIP Agent or DIP Lenders, unless the proceeds of such loans or accommodations are or
will be sufficient, and will be used, to indefeasibly pay in full in cash all DIP Obligations, (b) pay any amount for any use not provided
for under Section 2.3 of the DIP Credit Agreement and as set forth in the DIP Budget (subject to the Permitted Variances), (c)
investigate, assert, join, commence, support or prosecute any cause of action or claim, counter-claim, action, proceeding, application,
motion, objection, defense or other contested matter seeking any order, judgment, determination or similar relief against the DIP Agent
or the DIP Lenders, or any of their respective Related Parties (in their respective capacities as such), with respect to any transaction,
occurrence, omission, or action related to the Debtors, including, without limitation, (i) any Avoidance Actions or other actions arising
under chapter 5 of the Bankruptcy Code; (ii) any action relating to any act or omission related to, or aspect of, the relationship between
or among any of the DIP Agent or the DIP Lenders, (in their respective capacities as such), on the one hand, and the Debtors or any of
their Affiliates, on the other; (iii) any action with respect to the validity and extent of the DIP Obligations or the validity, perfection,
extent, enforceability and/or priority of the DIP Liens; (iv) any action seeking to invalidate, set aside, avoid or subordinate, in whole
or in part, the DIP Liens; or (v) any action that has the effect of preventing, hindering or delaying, whether directly or indirectly,
the DIP Agent or the DIP Lenders, in respect of the enforcement of their liens and security interests in the DIP Collateral or Cash Collateral;
(vi) pay any Claim of a Creditor (as such terms are defined in the Bankruptcy Code) without the prior written consent of the DIP Agent
and the Requisite Lenders in accordance with the DIP Credit Agreement (or all affected Lenders to the extent required by the DIP Credit
Agreement) unless otherwise approved by the Court; and/or (vii) use or seek to use Cash Collateral or sell or otherwise dispose of DIP
Collateral, unless otherwise permitted hereby or by the DIP Loan Documents, without the consent of the DIP Agent and the Requisite Lenders
in accordance with the DIP Credit Agreement (or all affected Lenders to the extent required by the DIP Credit Agreement).





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13.          Prohibition
on Granting of Additional Liens and Interests. No liens, claims, interests or priority status, other than the Carve-Out or Permitted
Priority Liens, if any, having a lien or administrative priority superior to, pari passu with, or junior to that of the DIP Liens
or the DIP Superpriority Claim granted by this Interim Order, shall be granted while any portion of the DIP Obligations remain outstanding,
or any commitment under the DIP Loan Documents remains in effect, without the prior written consent of the DIP Agent and the Requisite
Lenders in accordance with the DIP Credit Agreement (or all affected Lenders to the extent required by the DIP Credit Agreement).





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14.           Release.
The release, discharge, waivers, settlements, compromises, and agreements set forth in this paragraph 14 shall be deemed effective upon
entry of the Interim Order. Each Borrower, for itself and on behalf of its Subsidiaries, successors and assigns (collectively, “Releasors”
and, individually, a “Releasor”), hereby (a) releases, acquits, and forever discharges each of the DIP Lenders, the
DIP Agent, and any of their respective officers, directors, employees, agents, attorneys, representatives, Subsidiaries, Affiliates or
shareholders (the “Releasees”) from any and all liabilities, claims, demands, actions or causes of action of every
kind or nature (if any there be), whether absolute or contingent, due or to become due, disputed or undisputed, liquidated or unliquidated,
at law or in equity, or known or unknown, that any Releasor now has, ever had or hereafter may have against the Releasees based on acts,
transactions or circumstances that have occurred or been consummated on or before the date of the Closing Date and that arise out of
or relate to (i) the DIP Facility or any other extension of credit by the DIP Lenders to the Borrowers and their Affiliates including
any equitable subordination or recharacterization claims or defenses; (ii) any of the DIP Loan Documents or DIP Collateral; (iii) any
transaction, act or omission contemplated by or described in or concluded under any of the DIP Loan Documents; or (iv) any aspect of
the dealings or relationships between or among the Releasors, on the one hand, and the Releasees on the other hand, under or in connection
with any of the DIP Loan Documents or any transaction, act or omission contemplated by or described in or concluded under any of the
DIP Loan Documents (collectively, the “Claims”); and (b) waive any and all defenses (including, without limitation,
offsets and counterclaims of any nature or kind) as to the validity, perfection, priority, enforceability and non-avoidability of the
DIP Obligations and the DIP Liens. The provisions of this paragraph shall survive the termination of the DIP Facility and any other DIP
Loan Documents and payment in full of any Obligations thereunder. Each Borrower, for itself and on behalf of its successors, assigns
and other legal representatives, hereby unconditionally and irrevocably agrees that such Releasor shall not sue any Releasee on the basis
of any Claim released, remised and discharged pursuant to the foregoing provisions of this paragraph, and if any Releasor violates the
foregoing covenant, such Releasor, for itself and its successors and assigns, agrees to pay, in addition to such other damages as any
Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such
violation.





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REMEDIES;
MODIFICATION OF AUTOMATIC STAY


 


15.          Remedies
and Stay Modification.


 


(a)           The
occurrence of any of the following events, unless waived by the DIP Agent in writing and in accordance with the terms of the DIP Loan
Documents, shall constitute an event of default (an “Event of Default”) of this Interim Order: (i) the failure of
the Debtors to perform, in any respect, any of the terms, provisions, covenants, or obligations under this Interim Order, or (ii) the
occurrence of an “Event of Default” under the DIP Credit Agreement.


 


(b)          The
automatic stay provisions of section 362 of the Bankruptcy Code are, to the extent applicable, vacated and modified without further application
or motion to, or order from, the Court, to the extent necessary so as to permit the following, and neither section 105 of the Bankruptcy
Code nor any other provision of the Bankruptcy Code or applicable law shall be utilized to prohibit the exercise, enjoyment and enforcement
of any of such rights, benefits, privileges and remedies regardless of any change in circumstances (whether or not foreseeable), whether
or not a Default or an Event of Default under the DIP Loan Documents or a default by any of the Debtors of any of their obligations under
this Interim Order has occurred, including without limitation: (i) to require all cash, checks or other collections or proceeds from
DIP Collateral received by any of the Debtors to be deposited in accordance with the requirements of the DIP Loan Documents, and to apply
any amounts so deposited and other amounts paid to or received by the DIP Secured Parties under the DIP Loan Documents in accordance
with any requirements of the DIP Loan Documents; (ii) the right to file or record any financing statements, mortgages or other instruments
or other documents to evidence the security interests in and liens upon the DIP Collateral; (iii) the right to charge and collect any
interest, fees, costs and other expenses accruing at any time under the DIP Loan Documents as provided therein; (iv) the right to give
the Debtors any notice provided for in any of the DIP Loan Documents or this Interim Order; and (v) the right to declare (1) the termination,
reduction or restriction of any further commitment under the DIP Loan Documents to the extent any such commitment remain unfunded; (2)
all DIP Obligations to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which
are hereby expressly waived by the Borrower; and/or (3) the termination of the DIP Loan Documents as to any future liability or obligation
of the DIP Agent or any DIP Lender, but without affecting any of the Liens on the Collateral or the Obligations of any Borrower; provided
that with respect to the enforcement of the Liens on the Collateral or the exercise of any other rights or remedies with respect
to the Collateral (including rights to set-off or to apply any amounts in any bank accounts that are a part of the Collateral), the DIP
Agent shall file a written notice with the Court, which notice can be the same as the Carve-Out Notice (the “Default Notice”)
setting forth the Events of Default and, if a Default Notice is filed, shall serve such Default Notice upon the Debtors, their counsel,
counsel to the Creditors’ Committee (if any) and the U.S. Trustee, effective five (5) Business Days after the Default Notice (the
 “Enforcement Notice Period”) is filed, the DIP Agent, for itself and on behalf of the Requisite Lenders, shall be
deemed to have received complete relief from the automatic stay imposed by section 362(a) of the Bankruptcy Code and shall be authorized,
without further notice to the Borrower or any other interested party, to enforce the Liens on the Collateral or exercise any other rights
or remedies with respect to the Collateral (including rights to set-off or to apply any amounts in any bank accounts that are a part
of the Collateral).





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(c)           During
the Enforcement Notice Period, (i) the Debtors shall be prohibited from requesting any further draws under the DIP Facility and (ii)
the only basis on which the Debtors shall be entitled to seek an emergency hearing within the Enforcement Notice Period with the Court
shall be to contest whether an Event of Default has occurred and/or is continuing and the DIP Agent and the DIP Lenders shall consent
to such emergency hearing. The Enforcement Notice Period shall run concurrently with any notice period provided for under the DIP Loan
Documents.





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(d)          The
automatic stay of section 362(a) of the Bankruptcy Code, to the extent applicable, shall be deemed terminated without the necessity of
any further action by the Court in the event that the Debtors, the Creditors’ Committee (if any), any other party in interest and/or
the U.S. Trustee have not obtained an order from this Court to the contrary prior to the expiration of the Enforcement Notice Period.


 


(e)           If
the DIP Lenders are entitled, and have elected in accordance with the provisions hereof, to direct the DIP Agent to enforce the DIP Liens
or exercise any other default-related remedies following expiration of the Enforcement Notice Period, the Debtors shall cooperate with
the DIP Agent and the DIP Lenders in connection with such enforcement by, among other things, (i) providing at all reasonable times access
to the Debtors’ premises to representatives or agents of the DIP Agent or the DIP Lenders (including any collateral liquidator
or consultant), (ii) providing the DIP Agent and the DIP Lenders and their representatives or agents, at all reasonable times access
to the Debtors’ books and records and any information or documents requested by the DIP Agent or the DIP Lenders or their respective
representatives, (iii) performing all other obligations set forth in the DIP Loan Documents, and (iv) taking reasonable steps to safeguard
and protect the DIP Collateral, and the Debtors shall not otherwise interfere with or actively encourage others to interfere with the
DIP Agent’s or the DIP Lenders’ enforcement of rights.


 


(f)          
Upon the occurrence of the Termination Date, the DIP Agent, at the direction of the Requisite Lenders in accordance with the DIP Credit
Agreement (or all affected Lenders to the extent required by the DIP Credit Agreement), shall have no further obligation to provide financing
under the DIP Loan Documents.





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(g)          This
Court shall retain exclusive jurisdiction to hear and resolve any disputes and enter any orders required by the provisions of this Interim
Order and relating to the application, re-imposition or continuance of the automatic stay of section 362(a) of the Bankruptcy Code or
other injunctive relief requested.


 


MISCELLANEOUS


 


16.           Limitation
on Section 506(c) Claims. Subject to entry of the Final Order, no costs or expenses of administration which have been or may be incurred
in these Chapter 11 Cases or any Successor Case(s) at any time shall be surcharged against, and no person may seek to surcharge any costs
or expenses of administration against, the DIP Lenders or any of their respective claims, the Carve-Out or the DIP Collateral, pursuant
to sections 105 or 506(c) of the Bankruptcy Code or otherwise, without the prior written consent, as applicable, of the DIP Agent and
the Requisite Lenders in accordance with the DIP Credit Agreement (or all affected Lenders to the extent required by the DIP Credit Agreement).
No action, inaction, or acquiescence by the DIP Lenders shall be deemed to be or shall be considered evidence of any alleged consent
to a surcharge against the DIP Lenders, any of their respective claims, the Carve-Out or the DIP Collateral.


 


17.          No
Marshaling. Subject to entry of the Final Order, the DIP Secured Parties shall not be subject to the equitable doctrine of “marshaling”
or any other similar doctrine with respect to any of the DIP Collateral. Without limiting the generality of the immediately preceding
sentence, no party shall be entitled, directly or indirectly, to direct the exercise of remedies or seek (whether by order of this Court
or otherwise) to marshal or otherwise control the disposition of the DIP Collateral after an Event of Default under the DIP Loan Documents
or termination or breach under the DIP Loan Documents.





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18.           Payments
Free and Clear. Any and all payments or proceeds remitted to, by or through the DIP Agent on behalf of the DIP Secured Parties or
to the DIP Lenders or their counsel pursuant to the provisions of this Interim Order, the DIP Loan Documents or any subsequent order
of the Court shall be irrevocable, received free and clear of any claim, charge, assessment or other liability, including, without limitation,
any claim or charge arising out of or based on, directly or indirectly, section 506(c) of the Bankruptcy Code, whether asserted
or assessed by, through, or on behalf of the Debtors.


 


19.           Additional
Perfection Measures. The DIP Liens shall be perfected by operation of law immediately upon entry of this Interim Order. None of the
Debtors, the DIP Agent or the DIP Lenders shall be required to enter into or obtain landlord waivers, mortgagee waivers, bailee waivers,
warehouseman waivers or any other waiver or consent, or to file or record financing statements, mortgages, deeds of trust, leasehold
mortgages, notices of lien or similar instruments in any jurisdiction (including, trademark, copyright, trade name or patent assignment
filings with the United States Patent and Trademark Office, Copyright Office or any similar agency with respect to intellectual property
or filings with any other federal agencies/authorities), or obtain consents from any licensor or similarly situated party-in-interest,
or take any other action in order to validate and to perfect the DIP Liens.


 


(a)           If
the DIP Agent (including at the direction of the Requisite Lenders in accordance with the DIP Credit Agreement (or all affected Lenders
to the extent required by the DIP Credit Agreement)), chooses to take any action to obtain consents from any landlord, licensor or other
party in interest, to file mortgages, financing statements, notices of lien or similar instruments or to otherwise record or perfect
such security interests and liens, the DIP Agent is hereby authorized, but not directed, to take such action or to request that the Debtors
take such action on its behalf (and the Debtors are hereby authorized and directed to take such action), and no defect in any such act
shall affect or impair the validity, perfection and enforceability of the liens granted hereunder.





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(b)           In
lieu of obtaining such consents or filing any such mortgages, financing statements, notices of lien or similar instruments, the DIP Agent
may choose to file a true and complete copy of this Interim Order in any place at which any such instruments would or could be filed,
together with a description of the Collateral, and such filing by the DIP Agent shall have the same effect as if such mortgages, deeds
of trust, financing statements, notices of lien or similar instruments had been filed or recorded at the time and on the date of entry
of this Interim Order.


 


20.           Application
of Collateral Proceeds. To the extent required by this Interim Order and the DIP Loan Documents, after an Event of Default, the Debtors
are hereby authorized and directed to remit to the DIP Agent, subject to the payment of or reserve for the Carve-Out and allowed claims
secured by Permitted Priority Liens as described herein, one-hundred percent (100%) of all collections on, and proceeds of, the DIP Collateral,
and the automatic stay provisions of section 362 of the Bankruptcy Code are hereby modified to permit the DIP Agent or the DIP Lenders
to retain and apply all collections, remittances, and proceeds of the DIP Collateral in accordance with the DIP Loan Documents. In furtherance
of the foregoing:


 


(a)           all
cash, securities, investment property and other items of any Debtor deposited with any bank or other financial institution, other than
any Excluded Deposit Account (as defined in the Pledge and Security Agreement), shall be subject to a perfected, first priority security
interest in favor of the DIP Agent (or its designee);


 


(b)          upon
the occurrence of the Termination Date and the expiration of the Enforcement Notice Period, each bank or other financial institution
with an account of any Debtor is hereby authorized and instructed to (i) comply at all times with any instructions originated by the
DIP Agent (or its designee) to such bank or financial institution directing the disposition of cash, securities, investment property
and other items from time to time credited to such account, without further consent of any Debtor, including, without limitation, any
instruction to send to the DIP Agent (or its designee) by wire transfer (to such account as the DIP Agent (or its designee) shall specify,
or in such other manner as the DIP Agent (or its designee) shall direct) all such cash, securities, investment property and other items
held by it and (ii) subject to entry of the Final Order, waive any right of set off, banker’s lien or other similar lien, security
interest or encumbrance as against the DIP Agent (or its designee); and





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(c)           any
deposit account control agreement executed and delivered by any bank or other financial institution, any Debtor and the DIP Agent in
connection with the DIP Loan Documents shall establish control in favor of the DIP Agent of any and all accounts subject thereto and
any and all cash, securities, investment property and other items of any Debtor deposited therein to secure the DIP Obligations.


 


21.          Delivery
of Documentation. The Debtors (and/or their legal or financial advisors) shall deliver to the DIP Agent and counsel to the DIP Lenders,
all financial reports, budgets, forecasts, and all other legal or financial documentation, pleadings and/or filings that are either (a)
required to be provided (by the Debtors and/or their legal or financial advisors) to the DIP Agent and/or the DIP Lenders pursuant to
the DIP Loan Documents or (b) reasonably requested by the DIP Agent and/or the DIP Lenders (or their legal and financial advisors), as
the case may be.





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22.           Access
to Books and Records. The Debtors (and/or their legal and financial advisors) will (a) keep proper books, records and accounts in
accordance with GAAP in which full, true, and correct entries shall be made of all dealings and transactions in relation to their business
and activities, (b) cooperate, consult with and provide to the DIP Secured Parties all such information as required or allowed under
the DIP Loan Documents or the provisions of this Interim Order or that is afforded to the Creditors’ Committee (if any) and/or
the Creditors’ Committee’s respective legal or financial advisors (if any), (c) permit, consistent with the DIP Loan Documents,
representatives of the DIP Secured Parties to visit and inspect any of their respective properties, to examine and make abstracts or
copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective inventory and accounts,
to tour the Debtors’ business premises and other properties, and to discuss, and provide advice with respect to, their respective
affairs, finances, properties, business operations and accounts with their respective officers, employees and independent public accountants
as often as may reasonably be desired, and (d) permit, consistent with the DIP Loan Documents, representatives of the DIP Secured Parties
to consult with and advise the Debtors’ management on matters concerning the general status of the Debtors’ business, financial
condition and operations.


 


23.           Lenders
Not Responsible Persons; No Control. In (a) making the decision to make the DIP Loans; (b) administering the DIP Loans; (c) extending
other financial accommodations to the Debtors under the DIP Loan Documents; and (d) making the decision to collect the indebtedness and
obligations of the Debtors, none of the DIP Secured Parties shall be considered to (i) owe any fiduciary obligation to the Debtors or
any other party with respect to their exercise of any consent rights afforded them under the DIP Loan Documents or this Interim Order
or (ii) be exercising control over the Debtors or their operations, have authority to determine the manner in which any of the Debtors’
operations are conducted, or acting in any way as a responsible person, a control person, insider or as an owner or operator of the Debtors
or any of their Affiliates by virtue of any of the actions taken with respect to, in connection with, related to, or arising from this
Interim Order, the DIP Facility, and/or the DIP Loan Documents, under any applicable law.





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24.           Successors
and Assigns. The DIP Loan Documents and the provisions of this Interim Order shall be binding upon the Debtors, the DIP Agent, the
DIP Lenders, and each of their respective successors and assigns, and shall inure to the benefit of the Debtors, the DIP Agent, the DIP
Lenders, and each of their respective successors and assigns including, without limitation, any trustee, examiner with expanded powers,
responsible officer, estate administrator or representative or similar person appointed in a case for any Debtor under any chapter of
the Bankruptcy Code. The terms and provisions of this Interim Order shall also be binding on all of the Debtors’ creditors, equity
holders and all other parties in interest, including, but not limited to a trustee appointed under chapter 7 or chapter 11 of the Bankruptcy
Code.


 


25.           Debtors
Will Not Challenge Credit Bid Rights. No Debtor shall object to any DIP Lender credit bidding up to the full amount of its outstanding
DIP Obligations, including, without limitation, any accrued interest and expenses, in any sale of any DIP Collateral whether such sale
is effectuated through section 363 of the Bankruptcy Code in a chapter 11 or chapter 7 proceeding, under section 1129 in a chapter 11
proceeding, by a chapter 7 trustee in a chapter 7 proceeding or otherwise. The DIP Lenders expressly reserve the right to credit bid
up to the full amount of their outstanding DIP Obligations including, without limitation, all principal, interest, fees, expenses, call
and make-whole premiums, yield maintenance premiums and other fees and charges.


 


26.           Binding
Nature of Agreement. Each of the DIP Loan Documents to which any of the Debtors are or will become a party shall constitute legal,
valid and binding obligations of the Debtors party thereto, enforceable in accordance with their terms. Unless otherwise consented to
in writing, the rights, remedies, powers, privileges, liens and priorities of the DIP Agent, and the DIP Lenders provided for in this
Interim Order, the DIP Loan Documents or otherwise shall not be modified, altered or impaired in any manner by any subsequent order (including
a confirmation or sale order), by any plan of reorganization or liquidation in these Chapter 11 Cases, by the dismissal or conversion
of these Chapter 11 Cases or in any subsequent case under the Bankruptcy Code.





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27.           Subsequent
Reversal or Modification. This Interim Order is entered pursuant to section 364 of the Bankruptcy Code, and Bankruptcy Rules 4001(b)
and (c), granting the DIP Lenders all protections afforded by section 364(e) of the Bankruptcy Code.


 


28.           Collateral
Rights. If any party who holds a lien or security interest in DIP Collateral that is junior and/or subordinate to the DIP Liens in
such DIP Collateral receives or is paid the proceeds of such DIP Collateral prior to the indefeasible payment in full in cash and the
complete satisfaction of all DIP Obligations under the DIP Loan Documents and termination of the commitment in accordance with the DIP
Loan Documents, such junior or subordinate lienholder shall be deemed to have received, and shall hold, the proceeds of any such DIP
Collateral in trust for the DIP Lenders and shall immediately turn over such proceeds for application by the DIP Agent to repay the DIP
Obligations in accordance with the DIP Loan Documents, and this Interim Order until indefeasibly paid in full in cash.


 


29.           No
Waiver. This Interim Order shall not be construed in any way as a waiver or relinquishment of any rights that the DIP Agent, DIP
Lenders, may have to bring or be heard on any matter brought before this Court.


 


30.           Sale/Conversion/Dismissal.
If an order dismissing or converting any of these Chapter 11 Cases under sections 305 or 1112 of the Bankruptcy Code or otherwise, or
appointing a chapter 11 trustee or a responsible officer or examiner with expanded powers, is at any time entered, such order shall provide
that (a) the DIP Liens, and the DIP Superpriority Claim granted hereunder and in the DIP Loan Documents shall continue in full force
and effect, remain binding on all parties-in-interest, and maintain their priorities as provided in this Interim Order and the DIP Loan
Documents until all DIP Obligations are indefeasibly paid in full in cash and completely satisfied and the commitments under the DIP
Loan Documents are terminated in accordance with the DIP Loan Documents and (b) this Court shall retain jurisdiction, notwithstanding
such dismissal, for purposes of enforcing the DIP Liens and the DIP Superpriority Claim set forth in paragraphs 7–9 hereof.





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31.           Limits
on Lenders’ Liability. Nothing in this Interim Order or in any of the DIP Loan Documents or any other documents related thereto
shall in any way be construed or interpreted to impose or allow the imposition upon the DIP Secured Parties of any liability for any
claims arising from any and all activities by the Debtors or any of their subsidiaries or Affiliates in the operation of their businesses
or in connection with their restructuring efforts. So long as the DIP Secured Parties comply with their Obligations under the DIP Loan
Documents and their obligations, if any, under applicable law (including the Bankruptcy Code), (a) the DIP Secured Parties shall not,
in any way or manner, be liable or responsible for (i) the safekeeping of the DIP Collateral, (ii) any loss or damage thereto occurring
or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof or (iv) any act or default of any carrier,
servicer, bailee, custodian, forwarding agency or other person; and (b) all risk of loss, damage or destruction of the DIP Collateral
shall be borne by the Debtors.


 


32.           Priority
of Terms. To the extent of any conflict between or among (a) the express terms or provisions of any of the DIP Loan Documents, the
Motion, the Requested Relief, any other order of this Court or any other agreements, on the one hand, and (b) the terms and provisions
of this Interim Order, on the other hand, unless such term or provision herein is phrased in terms of “as defined in” “as
set forth in” or “as more fully described in” the DIP Loan Documents (or words of similar import), the terms and provisions
of this Interim Order shall govern.





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33.           No
Third Party Beneficiary. Except as explicitly set forth herein, no rights are created hereunder for the benefit of any third party,
any creditor or any direct, indirect or incidental beneficiary.


 


34.           Survival.


 


(a)           Upon
the occurrence of any Event of Default, interest, including, where applicable, default interest, shall accrue and be paid as set forth
in the DIP Credit Agreement. Notwithstanding any order that may be entered dismissing any of the Chapter 11 Cases under section 1112
of the Bankruptcy Code: (i) the DIP Superpriority Claim, the DIP Liens, and any claims related to the foregoing, shall continue in full
force and effect and shall maintain their priorities as provided in this Interim Order until all DIP Obligations shall have been paid
in full (and that such DIP Superpriority Claim and DIP Liens shall, notwithstanding such dismissal, remain binding on all parties in
interest); (ii) the other rights granted by this Interim Order shall not be affected; and (iii) this Court shall retain jurisdiction,
notwithstanding such dismissal, for the purposes of enforcing the claims, liens and security interests referred to in this paragraph
and otherwise in this Interim Order.


 


(b)           If
any or all of the provisions of this Interim Order are hereafter reversed, modified, vacated or stayed, such reversal, modification,
vacatur or stay shall not affect: (i) the validity, priority or enforceability of any DIP Obligations incurred prior to the actual
receipt of written notice by the DIP Agent, as applicable, of the effective date of such reversal, modification, vacatur or stay; or
(ii) the validity, priority or enforceability of the DIP Liens. Notwithstanding any reversal, modification, vacatur or stay of any
use of Cash Collateral, any DIP Obligations, DIP Liens, incurred by the Debtors to the DIP Agent, the DIP Lenders, as the case may be,
prior to the actual receipt of written notice by the DIP Agent as applicable, of the effective date of such reversal, modification, vacatur
or stay shall be governed in all respects by the original provisions of this Interim Order, and the DIP Agent, the DIP Lenders, shall
be entitled to all the rights, remedies, privileges and benefits granted in sections 364(e) and 363(m) of the Bankruptcy Code, this
Interim Order and the DIP Loan Documents with respect DIP Obligations and to all uses of Cash Collateral.





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(c)           Except
as otherwise provided herein, (i) the protections afforded under this Interim Order, and any actions taken pursuant thereto, shall survive
the entry of an order (1) dismissing any of these Chapter 11 Cases or (2) converting any of these Chapter 11 Cases into a case pursuant
to chapter 7 of the Bankruptcy Code; and (ii) the DIP Liens and the DIP Superpriority Claim shall continue in these Chapter 11 Cases,
in any such successor case or after any such dismissal. Except as otherwise provided herein, the DIP Liens and the DIP Superpriority
Claim shall maintain their priorities as provided in this Interim Order, the Final Order and the DIP Loan Documents, and not be modified,
altered or impaired in any way by any other financing, extension of credit, incurrence of indebtedness (except with respect to any additional
financing to be provided by the DIP Agent or the DIP Lenders in accordance with the Final Order), or any conversion of any of these Chapter
11 Cases into a case pursuant to chapter 7 of the Bankruptcy Code or dismissal of any of these Chapter 11 Cases or by any other act or
omission until all DIP Obligations are indefeasibly paid in full in cash and completely satisfied and the commitments under the DIP Loan
Documents are terminated in accordance therewith.





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35.           Adequate
Notice/Scheduling of Final Hearing. The notice given by the Debtors of the Interim Hearing was given in accordance with
Bankruptcy Rules and the Local Rules, such notice was sufficient under the particular circumstances and no other or further notice
of the request for relief granted at the Interim Hearing is required. The Debtors shall promptly mail copies of this Interim Order
and notice of the Final Hearing to any known party affected by the terms of this Interim Order and/or Final Order and any other
party requesting notice after the entry of this Interim Order. Any objection to the relief sought at the Final Hearing shall be made
in writing setting forth with particularity the grounds thereof, and filed with the Court and served so as to be actually
received no later than seven (7) days prior to the Final Hearing at 4:00 p.m. (Eastern) by the following: (a) proposed counsel
to the Debtors, Proskauer Rose LLP, 70 West Madison, Suite 3800, Chicago, IL 60602, Attn: Jeff J. Marwil and Paul V.
Possinger (jmarwil@proskauer.com and ppossinger@proskauer.com); (b) counsel to Brookfield Investor, (i) Cleary Gottlieb Steen
 & Hamilton LLP, One Liberty Plaza, New York, NY 10006, Attn: Sean O’Neal and Kara A. Hailey (soneal@cgsh.com, and
khailey@cgsh.com) and (ii) Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 King Street, Wilmington, DE 19801, Attn:
Pauline K. Morgan (pmorgan@ycst.com); (d) counsel to the DIP Agent, ThompsonKnight, 900 Third Avenue, 20th Floor, New
York, NY 10022, Attn: Michael V. Blumenthal (michael.blumenthal@tklaw.com); (e) the Office of the United States Trustee, 844
King Street, Suite 2207, Wilmington, DE 19801, Attn: Joseph J. McMahon, Jr. (joseph.mcmahon@usdoj.gov); and (f) any
Creditors’ Committee appointed in these cases. The Court shall conduct a Final Hearing on the Requested Relief commencing on
[•], 2021 at [•] p.m. (Eastern).


 


36.           Immediate
Binding Effect; Entry of Interim Order. This Interim Order shall constitute findings of fact and conclusions of law and shall take
effect and be fully enforceable immediately upon entry. Notwithstanding the possible application of Bankruptcy Rules 4001(a)(3), 6004(h),
6006(d), 7062, and 9014, or, Rule 62(a) of the Federal Rules of Civil Procedure, or otherwise, and the Clerk of the Court is hereby directed
to enter this Interim Order on the Court’s docket in these Chapter 11 Cases; there shall be no stay of execution or effectiveness
of this Interim Order and any stay of the effectiveness of this Interim Order that might otherwise apply is hereby waived for cause shown.





    40 


     


    



37.           Inconsistencies.
To the extent that any provisions in the DIP Loan Documents are expressly inconsistent with any of the provisions of this Interim Order,
the provisions of this Interim Order shall govern and control.


 


38.           Headings.
Section headings used herein are for convenience only and are not to affect the construction of or to be taken into consideration in
interpreting this Interim Order.


 


39.           Proofs
of Claim. Notwithstanding any order of this Court to the contrary, DIP Agent and DIP Lenders hereby are relieved of any obligation
or requirement to file proofs of claim in these Chapter 11 Cases with respect to any DIP Obligations and any other claims or liens granted
hereunder or created hereby.


 


40.           Retention
of Jurisdiction. This Court shall retain exclusive jurisdiction over all matters pertaining to the implementation, interpretation,
and enforcement of this Interim Order.






    41 


     


    

EXHIBIT
A




 


DIP
CREDIT AGREEMENT 


(without
exhibits or schedules)


 


[see
attached]






     


     

    

EXHIBIT
B




 


BUDGET


 


[see
attached]





     


     


    

 


Exhibit D


 


Form of Transfer Agreement 






     


     


    

EXHIBIT D


 


Transfer Agreement


 


The undersigned (“Transferee”)
hereby acknowledges that it has read and understands the Restructuring Support Agreement, dated as of May 19, 2021 (the “Agreement”),1
by and among Hospitality Investors Trust, Inc. (“HIT” and together with its subsidiaries, the “Company”),
Hospitality Investors Trust Operating Partnership, L.P. (“HITOP,” and together with HIT, the “Debtors”)
and Brookfield Strategic Real Estate Partners II Hospitality REIT II LLC and certain of its Affiliated entities (collectively, “Brookfield
Investor”), and agrees to be bound by the terms and conditions thereof to the extent the Brookfield Investor was thereby bound,
and shall be deemed a “Brookfield Investor” under the terms of the Agreement.


 


The Transferee specifically
agrees to be bound by the terms and conditions of the Agreement and makes all representations and warranties contained therein as of the
date of the Transfer, including the agreement to be bound by the vote of the Brookfield Investor if such vote was cast before the effectiveness
of the Transfer discussed herein.


 





	Date Executed:	 	 



 


	Name:	 	 



 


	Title:	 	 



 


	Address:	 	 



 


	E-mail address(es):	 	 




 


	Aggregate Amounts of Existing Preferred Interest Transferred by Brookfield Investor to Transferee	Brookfield Investor Entity from Whom the Existing Preferred Interest Was Purchased
	 	 


 


	Aggregate Amounts of DIP Loan Transferred by Brookfield Investor to Transferee	Brookfield Investor Entity from Whom the DIP Loan Was Purchased
	 	 


 





 






1       Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.