Exhibit 4.2



  
 Exhibit 4.2 
  
 WASHINGTON STATE COUNTY AUDITOR/RECORDER’S INDEXING FORM 
  
 [Omitted] 
  







TABLE OF CONTENTS 
 

	  Section

	  	  	   	  Page


	
	  1.
	  	  Defined Terms
	   	  5

	
	  2.
	  	  The Loan
	   	  12

	
	  3.
	  	  Warranty of Title
	   	  12

	
	  4.
	  	  Insurance
	   	  13

	
	  5.
	  	  Payment of Taxes
	   	  19

	
	  6.
	  	  Tax and Insurance Escrow Fund
	   	  19

	
	  7.
	  	  Accounts
	   	  20

	
	  8.
	  	  Condemnation
	   	  21

	
	  9.
	  	  Leases and Profits
	   	  23

	
	  10.
	  	  Representations Concerning Loan
	   	  25

	
	  11.
	  	  Single Purpose Entity; Authorization
	   	  28

	
	  12.
	  	  Maintenance of Property
	   	  30

	
	  13.
	  	  Transfer or Encumbrance of the Property
	   	  31

	
	  14.
	  	  Certificates: Affidavits
	   	  33

	
	  15.
	  	  Changes in the Laws Regarding Taxation
	   	  33

	
	  16.
	  	  No Credits on Account of the Debt
	   	  34

	
	  17.
	  	  Documentary Stamps
	   	  34

	
	  18.
	  	  Controlling Agreement
	   	  34

	
	  19.
	  	  Books and Records
	   	  35


 

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	  20.
	   	  Performance of Other Agreements
	   	  36

	
	  21.
	   	  Further Assurances
	   	  37

	
	  22.
	   	  Recording of Deed of Trust
	   	  38

	
	  23.
	   	  Reporting Requirements
	   	  39

	
	  24.
	   	  Events of Default
	   	  39

	
	  25.
	   	  Late Payment Charge: Servicing Fees
	   	  41

	
	  26.
	   	  Right to Cure Defaults
	   	  41

	
	  27.
	   	  Remedies
	   	  42

	
	  28.
	   	  Right of Entry
	   	  46

	
	  29.
	   	  Security Agreement
	   	  46

	
	  30.
	   	  Actions and Proceedings
	   	  47

	
	  31.
	   	  Waiver of Setoff and Counterclaim
	   	  47

	
	  32.
	   	  Contest of Certain Claims
	   	  47

	
	  33.
	   	  Recovery of Sums Required to Be Paid
	   	  48

	
	  34.
	   	  Marshaling and Other Matters
	   	  48

	
	  35.
	   	  Hazardous Substances
	   	  48

	
	  36.
	   	  Asbestos
	   	  50

	
	  37.
	   	  Environmental Monitoring
	   	  50

	
	  38.
	   	  Management of the Property
	   	  51

	
	  39.
	   	  Handicapped Access
	   	  53

	
	  40.
	   	  ERISA
	   	  54


 

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	  41.
	   	  Indemnification
	   	  55

	
	  42.
	   	  Recourse and Indemnification
	   	  56

	
	  43.
	   	  Notice
	   	  57

	
	  44.
	   	  Authority
	   	  58

	
	  45.
	   	  Waiver of Notice
	   	  58

	
	  46.
	   	  Remedies of Grantor
	   	  58

	
	  47.
	   	  Sole Discretion of Beneficiary
	   	  58

	
	  48.
	   	  Non-Waiver
	   	  59

	
	  49.
	   	  No Oral Change
	   	  59

	
	  50.
	   	  Liability
	   	  59

	
	  51.
	   	  Inapplicable Provisions
	   	  60

	
	  52.
	   	  Section Headings
	   	  60

	
	  53.
	   	  Counterparts
	   	  60

	
	  54.
	   	  Certain Definitions
	   	  60

	
	  55.
	   	  Assignments
	   	  60

	
	  56.
	   	  SUBMISSION TO JURISDICTION
	   	  61

	
	  57.
	   	  Agent for Receipt of Process
	   	  61

	
	  58.
	   	  Service of Process
	   	  61

	
	  59.
	   	  WAIVER OF JURY TRIAL
	   	  62

	
	  60.
	   	  Homestead
	   	  62

	
	  61.
	   	  CHOICE OF LAW
	   	  62


 

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	  62.
	   	  Time of Essence
	   	  62

	
	  63.
	   	  Survival
	   	  62

	
	  64.
	   	  No Third-Party Beneficiary Rights Created
	   	  63

	
	  65.
	   	  Discharge
	   	  63

	
	  66.
	   	  Maintaining Priority of Deed of Trust
	   	  63

	
	  67.
	   	  Trustee
	   	  63

	
	  68.
	   	  Defeasance
	   	  64

	
	  69.
	   	  Lockbox Account Agreement
	   	  67

	
	  70.
	   	  Washington Trustee Provisions
	   	  67

	
	  71.
	   	  Washington Power of Sale Provision
	   	  68

	
	  72.
	   	  Entire Agreement
	   	  68


 

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 DEED OF TRUST, 
 ASSIGNMENT OF
LEASES AND PROFITS, SECURITY AGREEMENT 
 AND FIXTURE FILING 
  
 This DEED OF TRUST, ASSIGNMENT OF LEASES AND PROFITS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is dated this 28th day of November, 2000 from REDINN HOTEL, L.P., a Texas limited partnership, having an address at c/o Western International, One
Spurling Plaza, Suite 114, 12850 Spurling Road, Dallas, Texas 75230-1258 (“Grantor”) to TRANSNATION TITLE INSURANCE COMPANY, whose address is 14450 N.E. 29th Place, Bellevue, Washington 98007, as Trustee (“Trustee”), for the benefit of GMAC COMMERCIAL MORTGAGE CORPORATION, a
California corporation with an address at 200 Witmer Road, Horsham, Pennsylvania 19044, Attention: Servicing—Executive Vice President (“Beneficiary”). 
  
 GRANTOR, in consideration of the indebtedness herein recited and the trust herein created, and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand
paid by Trustee, the receipt of which is hereby acknowledged, does hereby irrevocably grant, bargain, sell, pledge, assign, warrant, transfer and convey unto Trustee and its successors and assigns in trust forever, with power of sale, all of
Grantor’s right, title and interest in and to certain land in King County, Washington, more particularly described in Exhibit A attached hereto and made a part hereof, the “Land”; together with all of the following described
property, collectively, the “Property”); 
  
 TOGETHER WITH all buildings, structures and
improvements now or hereafter situated or to be situated on the Land or appurtenant thereto, including without limitation, that certain “Residence Inn by Marriott” hotel currently operating on the Land (collectively, the
“Improvements”). 
  
 TOGETHER WITH all machinery, furnishings and equipment including,
without limitation, all furnaces, boilers, oil burners, radiators and piping, coal stokers, refrigeration and sprinkler systems, wash-tubs, sinks, gas and electric fixtures, awnings, window shades, kitchen cabinets, plants and shrubbery and all
other equipment and machinery, motor vehicles and other vehicles, appliances, fittings and fixtures of every kind in or used in the operation of the Land and the Improvements, together with any and all replacements thereof and additions thereto,
fixtures (including, without limitation, all heating, air conditioning, plumbing and bathroom, lighting, communications and elevator fixtures), inventory and articles of personal property and accessions thereof and renewals, replacements thereof and
substitutions therefor (including, without limitation, beds, bureaus, chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings,
pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, foodcarts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems,
 







 
bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, clock radios, television sets, intercom and paging equipment, electric and electronic equipment, dictating equipment,
private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves,
ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets,
electrical signs, bulbs, bells, fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washer and dryers), other customary equipment and other property of every kind and nature, whether tangible or
intangible, whatsoever owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located upon the Land and the Improvements, and usable in connection with the present or future operation and occupancy of the Land and the
Improvements and all equipment, materials and supplies of any nature whatsoever owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or usable in
connection with the present or future operation, enjoyment and occupancy of the Land and the Improvements (collectively, the “Personal Property”), and all proceeds and products of any such property; 
  
 TOGETHER WITH all accounts, escrows (including, without limitation, the Accounts), documents, instruments, chattel paper, claims,
deposits, deposit accounts, payment intangibles, investment property and general intangibles, as such terms are defined in the Uniform Commercial Code, and all agreements, contracts, certificates, instruments, and other documents, now or hereafter
entered into, including, without limitation, the Management Agreement, and all proceeds, substitutions and replacements thereof, all contract rights, insurance proceeds, security deposits, franchises, books, records, appraisals, architectural and
engineering plans, specifications, environmental and other reports relating to the Land, trademarks (to the extent assignable), trade names (to the extent assignable), servicemarks, logos, copyrights, goodwill, symbols, permits, licenses (to the
extent assignable), approvals, actions, tenant or guest lists, correspondence with present and prospective purchasers, tenants, guests and suppliers, advertising materials and telephone exchange numbers as identified in such materials, all refunds,
rebates or credits in connection with a reduction in real estate taxes and assessments charged against the Land as a result of tax certiorari or any applications or proceedings for reduction, and causes of action which now or hereafter relate to,
are derived from or are used in connection with the Land, or the use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or activities thereon, but excluding all rights to the name “Marriott,”
“Residence Inn by Marriott,” or any other name for which Marriott or an affiliate of Marriott owns a trademark (collectively, “Intangibles”); 
  
 TOGETHER WITH all leases and other agreements affecting the use, enjoyment or occupancy of the Land or the Improvements heretofore or hereafter entered into
(including, without limitation, subleases, licenses, concessions, tenancies and other occupancy
 

 
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agreements covering or encumbering all or any portion of the Land, together with any guarantees, supplements, amendments, modifications, extensions and renewals of any thereof, and all additional
remainders, reversions, and other rights and estates appurtenant thereto, as the same may be amended from time to time (collectively, “Leases”); 
  
 TOGETHER WITH all of Grantor’s right, title and interest in and to any easements and appurtenances affecting the Property; 
  
 TOGETHER WITH all of Grantor’s right, title and interest in and to the Operating Agreements (defined herein), together with any amendments, modifications,
extensions and renewals of any thereof, and all subordinations, estoppels and other rights in connection therewith; 
  
 TOGETHER WITH all agreements (including, without limitation, the Management Agreement and all agreements now or hereafter entered into for the use and enjoyment of all food, liquor and other beverage licenses), contracts,
certificates, instruments, franchises, permits, licenses (including, without limitation, food, liquor and other beverage licenses, to the extent assignable), plans, specifications and other documents, now or hereafter entered into, together with any
amendments, modifications, extensions and renewals of any thereof, and all subordinating estoppel rights therein and thereto, respecting or pertaining to the use, occupation, construction, management or operation of the Land and any part thereof and
any Improvements or respecting any business or activity conducted on the Land and any part thereof and all right, title and interest of Grantor therein and thereunder, including, without limitation, the right, while an Event of Default remains
uncured, to receive and collect any sums payable to Grantor thereunder; 
  
 TOGETHER WITH the right, in the
name and on behalf of Grantor, to commence any action or proceeding to protect the interest of Beneficiary in the Property and while an Event of Default remains uncured, to appear in and defend any action or proceeding brought with respect to the
Property; 
  
 TOGETHER WITH all (i) income, rents, room rates, receipts, issues, profits, revenues (including
all oil and gas or other mineral royalties and bonuses), deposits and other benefits now due or which may become due or to which Grantor is now or hereafter may become entitled or which Grantor may demand or claim arising or issuing from or out of
the operation of the business at the Land or any part thereof and all amounts paid as rents for such Land or the fees, charges, accounts or other payments for the use or occupancy of rooms and other public facilities in hotels, motels or other
lodging facilities, including, without limitation, all revenues and credit card receipts collected from guest rooms, restaurants, bars, mini-bars, meeting rooms, banquet rooms, recreational facilities and otherwise; and (ii) receivables, customer
obligations, installment payment obligations and other payment obligations whether already accrued, now accruing or to accrue in the future for the occupancy 

 
 - 3 - 








 
or use of the Property or any part thereof, or arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the possession, use or occupancy of all or
any portion of the Land or personalty located thereon, or the rendering of services by Grantor or any operator or manager of the hotel or the commercial space located in the Improvements or acquired from others including, without limitation, from
the rental of any office space, retail space, commercial space, parking space, guest rooms or other space, halls, stores or offices, including any deposits securing reservations of such space, exhibit or sales space of every kind, license, lease,
sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from business interruption or other loss of income insurance relating
to the use, enjoyment or occupancy of the Land, regardless of whether the revenues described in the preceding clauses (i) and (ii) are paid or accrued before or after the filing by or against Grantor of any petition for relief under any state or
federal bankruptcy or insolvency laws (collectively, “Profits”); and 
  
 TOGETHER WITH all
awards heretofore and hereafter made to Grantor for taking by eminent domain the whole or any part of the Land or any easement therein, including any awards for changes of grade of streets; and 
  

TOGETHER WITH any and all rights of Grantor in and to the foregoing. 
  
 TO HAVE AND TO HOLD the Property unto the Trustee and unto its successors and assigns in trust forever with all appurtenances hereunto belonging, together with all Profits therefrom.

  
 PROVIDED, HOWEVER, that upon full payment of all indebtedness hereby secured, and upon performance of all
covenants, obligations and indemnities hereby secured, the Property shall be reconveyed and released to Grantor. 
  
 FURTHER, PROVIDED, that the property being conveyed is not used principally for agricultural or farming purposes. 
  
 TO SECURE to Beneficiary: 
  
 (a)    Payment of all indebtedness
evidenced by an interest-bearing loan and debt in the original principal sum of TWENTY MILLION FIVE HUNDRED THOUSAND DOLLARS ($20,500,000.00) (the “Loan”) evidenced by that certain Deed of Trust Note dated as of the date hereof from
Grantor, as Maker, to Beneficiary, as Payee (the “Note”), the terms of which are incorporated herein by reference as well as all renewals, extensions, modifications and recastings of the Note. 

 
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 (b)    The performance of all covenants, obligations, indemnities and agreements required of Grantor
or of any other person or entity liable under the Note, this Deed of Trust, any indemnity executed in connection with the Loan, and all other agreements, documents, and instruments evidencing, securing or otherwise relating to the indebtedness
hereby secured (the Note, this Deed of Trust, the Lease Assignment, the Contract Assignment, the Financing Statement, the Guaranty, and the Subordination, Non-Disturbance and Attornment Agreement each by and among Beneficiary, Grantor and Manager
dated as of even date herewith, and all such other agreements, documents and instruments are hereinafter referred to collectively as the “Loan Documents”). 
  
 (c)    The payment of (i) interest, default interest, late charges and other sums as provided in the Loan Documents; (ii) any Extension Fee or Deferred
Financing Fee (as each such term is defined in the Note); and (iii) all other monies agreed or provided to be paid by Grantor in the Loan Documents. 
  
 (d)    The payment of any and all future advances made to Grantor hereunder or under any Loan Document. 
  
 (e)    The performance of all obligations of any surety, guarantor or indemnitor of any of the obligations of Grantor under the Loan Documents.

  
 (f)    The payment of all costs and expenses, including court costs, attorneys’ fees,
witness fees (including fees of expert witnesses), paid, advanced, or incurred by Beneficiary to protect or preserve the Property or the validity or priority of this Deed of Trust, or to enforce the remedies of Beneficiary or Trustee as provided for
herein or in the other Loan Documents. 
  
 (g)    The performance by Grantor of all obligations
of Grantor as landlord under any Lease of all or any portion of the Property, the performance by Grantor of all obligations of Grantor under the Management Agreement and the performance by Grantor of all obligations of Grantor under the Management
Agreement. 
  
 1.    Defined Terms 
  
 The following terms shall have the following meanings: 
  
 (a)    “Access Laws” has the meaning set forth in Section 39(a) hereof. 
  
 (b)    “Accounts” has the meaning set forth in Section 7 hereof. 
  
 (c)    “Asbestos” has the meaning set forth in Section 36 hereof. 

 
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 (d)     “Beneficiary” has the meaning set
forth in the preamble to this Deed of Trust. 
  
 (e)    “Budget” means the
budget for the use and application of the Loan and gross income derived from the operation of the Property, including all expenses to be satisfied from the Accounts, as set forth in the budget delivered by Grantor to Beneficiary on the date hereof
with respect to the balance of the current calendar year, and the annual budget to be delivered in accordance with the terms hereof for each subsequent calendar year for so long as any portion of the Debt remains outstanding. 

 
 (f)    “Collateral” has the meaning set forth in Section 29 hereof. 

 
 (g)    “Condemnation” has the meaning set forth in Section 8(a) hereof. 

 
 (h)    “Debt” means the outstanding principal balance of the Note from time to time, with
all accrued and unpaid interest thereon, and all other sums now or hereafter due under the Loan Documents, as well as the last paragraph of this Section. 
  
 (i)    “Debt Service Coverage Ratio” shall mean the ratio of: 
  
 (i)    the NOI produced by the operation of the Property during the twelve (12) calendar month period immediately preceding the
calculation, to 
  
 (ii)    the projected payments of principal and interest due
under the Note for the twelve (12) calendar month period immediately following the calculation, as said coverage ratio is reasonably calculated by Beneficiary in accordance with its then-applicable underwriting standards. 
  
 (j)    “Deed of Trust” has the meaning set forth in the recitals of this Deed of Trust. 

 
 (k)    “Default Rate” means the rate of interest payable from and after the occurrence of
an Event of Default (hereinafter defined), as more particularly described in the Note; provided, however, that with respect to an Event of Default of the type described in Section 24(a) hereof, such rate of interest shall apply from and after the
date on which any such payment is due, without any period of grace or cure. 
  
 (l)    “Environmental Laws” has the meaning set forth in Section 35 hereof. 
  
 (m)    “Equipment” means all machinery, furnishings, equipment, fixtures (including, without limitation, all heating, air conditioning, plumbing, lighting, communications and elevator fixtures),
inventory and articles of personal property and
 

 
 - 6 - 








 
accessions thereof and renewals, replacements thereof and substitutions therefor (including, without limitation, beds, bureaus, chiffonniers, chests, chairs, desks, lamps, mirrors, bookcases,
tables, rugs, carpeting, drapes, draperies, curtains, shades venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, foodcarts, cookware,
dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, clock radios, television sets, intercom and paging equipment, electric and electronic equipment,
dictating equipment, private telephone systems, medical equipment, potted plants, heating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants,
apparatus, stoves, ranges, refrigerators, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call
systems, brackets, electrical signs, bulbs, bells, fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washer and dryers), other customary hotel equipment and other property of every kind and nature,
whether tangible or intangible, whatsoever owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, and usable in connection with the present or future
operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located upon the Land and the
Improvements, or appurtenant thereto, or usable in connection with the present or future operation, enjoyment and occupancy of the Land and the Improvements. 
  
 (n)    “ERISA” has the meaning set forth in Section 40(a) hereof. 
  
 (o)     “Event of Default” has the meaning set forth in Section 24 hereof. 
  
 (p)    “Expenses” means the aggregate of the following items (capitalized terms in this subsection (p) and not otherwise defined herein shall have the meanings
ascribed to such terms by the Hotel Standard Chart of Accounts) actually incurred by Grantor, whether or not paid, during the twelve (12) month period ending one (1) month prior to the date on which the NOI is to be calculated (except that capital
expenses and reserves set forth in subsection (xiv) below shall be adjusted by Beneficiary to reflect projected adjustments for the subsequent twelve (12) month period beginning on the date on which the NOI is to be calculated): 

 
 (i)    departmental expenses incurred at departments within the Property including rooms,
food and beverage, telephone and other; 
  
 (ii)    the Property’s pro rata
share of costs and expenses of the national and regional reservations system service under the Management Agreement; 

 
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 (iii)    administrative and general expenses
incurred by the Property; 
  
 (iv)    marketing, advertising and business
promotion expenses incurred by the Property; 
  
 (v)    all costs and fees of
technical consultants and operational experts who are retained or employed by Manager for specialized services (including, without limitation, quality assurance inspectors) and the costs of attendance by employees of the Property at training and
manpower development programs sponsored by Manager; 
  
 (vi)    all utility costs
including heat, light power, water, telephone, and computer line charges; 
  
 (vii)    operations & maintenance expenses, which include the cost of necessary, ordinary repair or replacement of Improvements or ordinary replacement of Equipment of like kind and quality or such kind or
quality that is necessary to maintain the Property to the standards are required under the Management Agreement, this Deed of Trust or any of the Loan Documents, as determined by Beneficiary (to the extent such are paid for by Grantor from sources
other than the Replacement Reserve Account); 
  
 (viii)    common area
maintenance fees and improvement district assessments; 
  
 (ix)    base and
incentive management fees required under the Management Agreement (not to exceed four percent (4%) of the gross income derived from the operation of the Property and disbursements); 
  
 (x)    any costs and expenses incurred by Manager in terminating its employees at the Property pursuant to the Management Agreement;

  
 (xi)    Taxes and Other Charges (to the extent such are paid by Grantor from
sources other than the Tax and Insurance Escrow Account; 
  
 (xii)    general
& operating insurance premiums (to the extent such are paid by Grantor from sources other than the Tax and Insurance Escrow Account; 
  
 (xiii)    monthly installments (exclusive of the initial deposit made by Grantor to the Tax and Insurance Escrow Account the and Replacement Reserve Accounts; 

 
 (xiv)    lease payments and associated costs on any operating (as opposed to capital)
leases of Equipment; 

 
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 (xv)    rental payments pursuant to any
ground lease; 
  
 (xvi)    all costs and fees of independent professionals or
other third parties who are retained by Manager to perform services required or permitted under the Management Agreement; 
  
 (xvii)    the cost of inventories and fixed asset supplies consumed in the operation of the Property; 
  
 (xviii)    a reasonable reserve for uncollectible accounts receivable; 
  
 (xix)    such other reasonable costs and expenses incurred by Manager as are otherwise reasonably necessary for the proper and efficient
operation of the Property. 
  
 (q)    “Financing Statement” means any and all
UCC financing statements filed by or on behalf of Beneficiary as additional security hereunder. 
  
 (r)    “Grantor” has the meaning set forth in the preamble to this Deed of Trust. 
  
 (s)    “Guarantor” means W.I. Realty, L.C., a Texas limited liability company. 
  
 (t)    “Guaranty” has the meaning set forth in Section 2(b) hereof. 
  
 (u)    “Hazardous Substances” has the meaning set forth in Section 35 hereof. 
  
 (v)    “Improvements” has the meaning set forth in the recitals of this Deed of Trust. 
  
 (w)    “Insurance Premiums” has the meaning set forth in Section 4(d) hereof. 

 
 (x)    “Insured Casualty” has the meaning set forth in Section 4(e)(ii) hereof.

  
 (y)    “Intangibles” has the meaning set forth in the recitals of this Deed
of Trust. 
  
 (z)    “Land” means the real property comprising the Property,
more particularly described on Exhibit A to this Deed of Trust. 
  
 (aa)    “Lease
Assignment” has the meaning set forth in Section 2(b) hereof. 

 
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 (bb)    “Leases” has the meaning set forth
in the recitals of this Deed of Trust. 
  
 (cc)    “Loan” has the meaning set
forth in the recitals of this Deed of Trust. 
  
 (dd)    “Loan Documents” has
the meaning set forth in the recitals of this Deed of Trust. 
  
 (ee)    “Lockbox Account
Agreement” has the meaning set forth in Section 69 hereof. 
  
 (ff)    “Management Agreement” means (v) the Management Agreement dated January 28, 1998 between Grantor and Residence Inn by Marriott, Inc., a Delaware corporation (“Manager”),
pursuant to which such manager operates the Property as a hotel. 
  
 (gg)    “Maturity
Date” means the Maturity Date (as such term is defined in the Note) or any earlier acceleration of sums due under the Note pursuant to Beneficiary’s declaration of an Event of Default. 
  
 (hh)    “NOI” means as of any date of determination, the aggregate amount of the gross income derived
from the operation of the Property for the twelve (12) month period prior to each respective date of determination less the aggregate amount of Expenses for the twelve (12) month period prior to each respective date of determination, adjusted as
Beneficiary deems reasonably necessary to reflect the actual net operating income of the Property. NOI shall include only Profits and such other income, including any rent loss, business interruption or business income insurance proceeds, vending or
concession income, late fees, forfeited security deposits and other miscellaneous tenant charges, which are actually received and Expenses actually incurred or payable during the period for which the NOI is being calculated, as set forth on
operating statements satisfactory to Beneficiary. NOI shall be calculated on an accrual basis in accordance with generally accepted accounting principles consistently applied, based on the Uniform System of Accounts. 
  
 (ii)    “Note” has the meaning set forth in the recitals of this Deed of Trust. 

 
 (jj)    “Operating Agreements” has the meaning set forth in Section 20 hereof.

  
 (kk)    “Other Charges” has the meaning set forth in Section 5 hereof.

  
 (ll)    “Policies” has the meaning set forth in Section 4(e) hereof.

  
 (mm)    “Profits” has the meaning set forth in the recitals of this Deed of
Trust. 

 
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 (nn)    “Property” has the meaning set forth
in the recitals of this Deed of Trust. 
  
 (oo)    “Replacement Reserve Account”
has the meaning set forth in Section 7(c) hereof. 
  
 (pp)    “Securities” has
the meaning set forth in Section 21 (b) hereof. 
  
 (qq)    “Tax and Insurance Escrow
Account” has the meaning set forth in Section 7(c) hereof. 
  
 (rr)    “Tax and
Insurance Escrow Fund” has the meaning set forth in Section 6 hereof. 
  
 (ss)    “Taxes” has the meaning set forth in Section 5 hereof. 
  
 (tt)    “Uniform Commercial Code” means the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Property is located. 
  
 (uu)    “Uniform System of Accounts” has the meaning set forth in Section 10(h) hereof. 

 
 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Note. Unless the context clearly
indicates a contrary intent or unless otherwise specifically provided herein, words used in this Deed of Trust may be used interchangeably in singular or plural form and the word “Grantor” shall mean “each Grantor or any part thereof
or any interest therein”, the word “Beneficiary” shall mean “Beneficiary, its successors and assigns, and any subsequent holder of the Note”, the word “Debt” shall mean “the Note and any other evidence of
indebtedness secured by this Deed of Trust”, the word “person” shall include an individual, corporation, partnership, trust, unincorporated association, government, governmental authority and any other entity, and the words
“Property” shall include any portion of the Property and any interest therein and the words “attorneys’ fees” shall include any and all attorneys’ fees, paralegal and law clerk fees including, without limitation, fees
at the pretrial, trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Property and Collateral and enforcing its rights hereunder. Whenever the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 

 
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 2.    The Loan 
  
 (a)    Upon and subject to the terms and conditions herein set forth, Beneficiary agrees to lend to Grantor and
Grantor agrees to borrow from Beneficiary, the principal sum not to exceed Twenty Million Five Hundred Thousand Dollars ($20,500,000.00). Grantor will pay the Debt at the time and in the manner provided in the Note, this Deed of Trust and the other
Loan Documents. All payments made to Beneficiary in respect of the Debt after payment of principal and interest due and payable under the Note shall be applied by Beneficiary in the following order of priority: 
  
 (i)    first, to fund the Tax and Insurance Escrow Account; 
  
 (ii)    next, to reimburse Beneficiary for any unpaid costs, sums and expenses incurred or advanced by
Beneficiary on Grantor’s behalf or in the enforcement of Beneficiary’s rights hereunder; 
  
 (iii)    thereafter, one hundred percent (100%) of the balance, if any, to reduce the outstanding principal balance of the Loan. 
  
 (b)    All the covenants, conditions and agreements contained in the Note, the Assignment of Leases, Rents and Profits dated as of the date hereof from
Grantor to Beneficiary (the “Lease Assignment”), the Guaranty of Recourse Obligations dated as of the date hereof from Guarantor to Beneficiary (the “Guaranty”), the Assignment of Contracts, Licenses, Permits,
Agreements, Warranties and Approvals, dated as of the date hereof from Grantor for the benefit of Beneficiary (the “Contract Assignment”), and the other Loan Documents are hereby made a part of this Deed of Trust to the same extent
and with the same force as if fully set forth herein. 
  
 3.    Warranty of Title

  
 Grantor represents and warrants that Grantor has good and indefeasible fee simple title to the Property and
has the full power, authority and right to execute, deliver and perform its obligations under this Deed of Trust and to acquire, encumber, mortgage, give, grant, bargain, sell, alienate, enfeoff, convey, confirm, pledge, assign, hypothecate and
grant a security interest in the Property and that Grantor possesses an unencumbered fee estate in the Land and the Improvements, and that it owns the Property free and clear of all liens, encumbrances and charges whatsoever except for those
exceptions approved by Beneficiary and shown in the title insurance policy insuring the lien of this Deed of Trust. Grantor further represents and warrants that this Deed of Trust is and will remain a valid and enforceable first lien on and security
interest in the Property, subject only to such exceptions. Grantor shall forever warrant, defend and preserve such title and the validity and priority of the lien of this
 

 
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Deed of Trust and shall forever warrant and defend such title, validity and priority to Beneficiary against the claims of all persons whomsoever. 
  
 4.    Insurance 
  
 (a)    While Manager is managing the Property, Grantor shall strictly enforce the insurance requirements and obligations set forth in the Management Agreement, and shall provide to
Beneficiary acceptable evidence that such insurance is, at all times, in full force and effect as regards the Property. Unless and until either (i) Manager is no longer managing the Property pursuant to the terms and provisions of the Management
Agreement or (ii) Beneficiary reasonably determines that Manager’s insurance program is, in whole or in part, no longer on a par with the insurance coverages and providers being used by other high-quality, nationally-recognized hotel
franchisors/managers, then Beneficiary acknowledges and agrees that the insurance requirements and coverages set forth in the Management Agreement shall govern and control over any inconsistent provisions set forth in the following provisions of
this Section of the Deed of Trust. If either of the events set forth in the preceding sentence occur, within ten (10) days of written notice from Beneficiary, Grantor covenants and agrees that it shall comply with all of the following provisions of
this Section. 
  
 (b)    Grantor, at its sole cost and expense, will keep the Property insured,
or cause the Manager to keep the Property insured, during the entire term of this Deed of Trust for the mutual benefit of Grantor and Beneficiary in accordance with the terms and provisions of this Section against loss or damage by fire and standard
“all risk” perils pursuant to an insurance policy covering “all risks of physical loss” including, without limitation, riot and civil commotion, vandalism, malicious mischief, burglary and theft. Such insurance policy shall (i)
contain an income loss endorsement, (ii) be on a replacement cost basis with an “agreed amount” endorsement attached or with no co-insurance and, (iii) if any of the Improvements or the use of the Property shall at any time constitute
legal nonconforming structures or uses, a law and ordinance endorsement. Such insurance shall be in an amount equal to the greater of: (A) the original principal amount of the Loan (in no event less than the minimum amount required to compensate for
damage or loss on a replacement cost basis), (B) the then full replacement cost of the Improvements and the Equipment, without deduction for physical depreciation; and (C) such amount that the insurer would not deem Grantor or Beneficiary a
co-insurer under such policies. The deductible in respect of such insurance shall not exceed the lesser of: (1) Ten Thousand and No/100 Dollars ($10,000.00); or (2) one percent (1%) of the face value of such policy, unless a higher deductible is
required by law. The premiums for the insurance carried in accordance with this Section shall be paid annually in advance and each policy shall contain the “Replacement Cost Endorsement” with a waiver of depreciation. 

 
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 (c)    Grantor shall also obtain and maintain during the
entire term of this Deed of Trust, at its sole cost and expense, for the mutual benefit of Grantor and Beneficiary, the following policies of insurance: 
  
 (i)    Flood insurance if any part of the Property is currently or at any time in the future located in an area identified by the
Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) in an amount at least equal
to the lesser of: (A) the outstanding principal amount of the Note; or (B) the full replacement cost of the Improvements and the Equipment; 
  
 (ii)    (A) Comprehensive public liability insurance, including broad form property damage, blanket contractual and personal injuries (including death resulting therefrom) coverages
and “Dram shop” or other liquor liability coverage if alcoholic beverages are sold from or may be consumed at the Property, and containing minimum limits per occurrence of One Million and No/100 Dollars ($1,000,000.00) and Two Million and
No/100 Dollars ($2,000,000.00) general aggregate for the Land and the Improvements, or such greater amount as may be required under the Management Agreement; and (B) Umbrella liability insurance containing minimum limits of Twenty Million and No/100
Dollars ($20,000,000.00) for the Land and the Improvements, or such greater amount as may be required under the Management Agreement; 
  
 (iii)    Rental loss insurance in an amount equal to the aggregate annual amount of all rents and additional rents payable by all of the tenants under the Leases (whether or not
such Leases are terminable in the event of a fire or casualty), such rental loss insurance to cover rental losses for a period of at least one year after the date of the fire or casualty in question. The amount of such rental loss insurance shall be
increased from time to time during the term of this Deed of Trust as and when new Leases and renewal Leases are entered into in accordance with the terms of this Deed of Trust, to reflect all increased rent and increased additional rent payable by
all of the tenants under such renewal Leases and all rent and additional rent payable by all of the tenants under such new Leases; 
  
 (iv)    Business interruption insurance: (A) with loss payable to Beneficiary, its successors and/or assigns, as their respective interests may appear; (B) covering all risks
required to be covered by the insurance provided for in Section 4(a); (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and all personal property has been repaired, the
continued loss of income will be insured until the Property is restored (or if such income is not as of the date of restoration at the same level it was at prior to the loss, then until two (2) months following the restoration date), or the
expiration of twelve (12) months from the date of the loss, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (D) in an amount equal to Four Million and No/100 Dollars ($4,000,000.00)
 

 
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(based on Expenses and NOI for the Property). The amount of such business interruption insurance shall be determined prior to the date hereof and at least once each year thereafter based on
clause 4(b)(iv)(D). All insurance proceeds payable to Beneficiary pursuant to this Section shall be held by Beneficiary and shall be applied to the obligations secured hereunder from time to time due and payable hereunder and under the Note;
provided, however, that nothing herein contained shall be deemed to relieve Grantor of its obligations to pay the obligations secured hereunder on the respective dates of payment provided for in the Note except to the extent such
amounts are actually and timely paid out of the proceeds of such business interruption insurance; 
  
 (v)    Insurance, in an amount equal to the lesser of Two Million and No/100 Dollars ($2,000,000.00) per occurrence or the insurable value of the Improvements and the Equipment, against loss or damage from: (A)
leakage of sprinkler systems; and (B) explosion of steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in the Improvements; 

 
 (vi)    Worker’s compensation insurance with respect to any employees of Grantor, as
required by any governmental authority or legal requirement; 
  
 (vii)    Motor
vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles, containing minimum limits per occurrence of One Million and No/100 Dollars ($1,000,000.00) with the same minimum limits of liability umbrella
coverage as is specified under clause (b)(ii)(B) above or such greater amount as may be required under the Management Agreement; 
  
 (viii)    Blanket crime and fidelity bond insurance coverage insuring against losses resulting from dishonest or fraudulent acts committed by Grantor’s or Manager’s
personnel; 
  
 (ix)    Earthquake insurance (including subsidence), if the
Property is located in an earthquake prone region, insuring to replacement cost with a maximum deductible of no greater than Twenty-Five Thousand and No/100 Dollars ($25,000.00) or ten percent (10%) of the face amount of such policy; 

 
 (x)    Environmental insurance, in an amount and form acceptable to Beneficiary in its sole
discretion (provided by Grantor in lieu of an environmental indemnity executed by Guarantor); 
  
 (xi)    if required by Beneficiary, ordinance or law coverage to compensate for the cost of demolition and the increased cost of construction; and 

 
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 (xii)    Such other insurance as may from
time to time be reasonably required by Beneficiary or as may be required by the Management Agreement, including, without limitation, during the course of any construction of, or repairs to, any Improvements, builder’s completed value risk
insurance against “all risks of physical loss” including (A) collapse, water damage and transit coverage, in a nonreporting form, covering the total value of work performed or contracted for and equipment, supplies and materials furnished
or contracted for, plus interest, costs and other “soft” construction costs as Beneficiary deems appropriate, and (B) a full installation floater to insure all materials stored on the Land but not yet part of the permanent installation.

  
 The insurance coverage required under this Section 4(b) may be offered under a blanket policy or policies
covering the Property and other properties and assets not constituting a part of the security hereunder; provided that any such blanket policy shall specify, except in the case of public liability insurance, the portion of the total coverage of such
policy that is allocated to the Property. 
  
 (d)    Grantor shall increase the amount of
insurance required to be provided hereunder at the time that each such policy is renewed (but, in any event not less frequently than once during each twelve (12) month period) by using the F.W. Dodge Building Index to determine whether there has
been an increase in the replacement cost of the Improvements since the most recent adjustment of any such policy and, if there has been any such increase, the amount of insurance required to be provided hereunder shall be adjusted accordingly.

  
 (e)    All policies of insurance required pursuant to this Section (collectively, the
“Policies”) shall: (i) be issued by an insurer fully licensed in the state where the Property is located with an investment grade rating for claims paying ability of “BBB” or better by Standard & Poor’s Rating
Group or an equivalent rating from a rating agency of similar stature and quality (or, if not acceptably rated by any of the foregoing, a cut through endorsement from an acceptably rated company will be required); (ii) contain a standard
“noncontributory mortgagee” clause or endorsement and a “lender’s loss payable endorsement” or their equivalents and shall name Beneficiary, its successors and/or assigns, as their respective interests may appear, as an
additional insured and loss payee and as the person to which all payments made by such insurance company shall be paid; (iii) contain a waiver of subrogation against Beneficiary; (iv) be maintained throughout the term of this Deed of Trust without
cost to Beneficiary; (v) be assigned and delivered (either originals or certified copies) to Beneficiary; (vi) contain such provisions as Beneficiary deems reasonably necessary or appropriate to protect its interest including, without limitation,
endorsements providing that neither Grantor, Beneficiary nor any other party shall be a co-insurer thereunder, that Beneficiary shall have no liability for insurance premiums thereunder and that Beneficiary shall receive at least thirty (30) days
prior written notice of any modification, reduction or cancellation; provided, however, Beneficiary must receive at least ten (10) days advance written notice in the event of a cancellation due to non-payment of any premium; and (vii) be
 

 
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satisfactory in form and substance to Beneficiary, and be approved by Beneficiary as to amounts, form, risk coverage, deductible, loss payees and insureds. Unless such premiums are deposited in
the Tax and Insurance Escrow Account, Grantor shall pay or cause Manager to pay the premiums for the Policies (the “Insurance Premiums”) as they become due and payable. Not later than thirty (30) days prior to the expiration date of
each of the Policies, Grantor will deliver to Beneficiary satisfactory evidence of the renewal of each Policy. Notwithstanding anything to the contrary herein, in the event that the Management Agreement requires (1) greater amounts of coverage for
any insurance required hereunder, or (2) additional types of insurance coverage, then the Management Agreement insurance requirements shall prevail. In the event the Grantor fails to provide, maintain, keep in force, or deliver and furnish to
Beneficiary the Policies, Beneficiary may procure such insurance or single-interest insurance for such risks covering Beneficiary’s interest, and Grantor will reimburse Beneficiary for all premiums paid by Beneficiary, together with interest
thereon from the date paid at the Default Rate, promptly upon demand by Beneficiary. Until such payment is made by Grantor, the amount of all such premiums, together with interest thereon, shall be secured by this Deed of Trust. 

 
 (f)    If the Property shall be damaged or destroyed, in whole or in part, by fire or other casualty,
Grantor shall give prompt written notice thereof to Beneficiary. 
  
 (i)    In
the case of a loss covered by Policies, Beneficiary may: (A) settle and adjust any claim with the prior consent of Grantor, not to be unreasonably withheld or (B) allow Grantor to agree with the insurance company or companies on the amount to be
paid upon the loss; provided, however, that, if no Event of Default shall have occurred and be continuing, Grantor may adjust losses aggregating not in excess of One Hundred Thousand and no/100 Dollars ($100,000.00) if such adjustment
is carried out in a competent and timely manner and provided in any case that Beneficiary shall be, and is hereby, authorized to collect and receipt for any such insurance proceeds. The expenses incurred by Beneficiary in the adjustment and
collection of insurance proceeds shall become part of the Debt, shall be secured by this Deed of Trust and shall be reimbursed by Grantor to Beneficiary on demand. 
  
 (ii)    In the event of any insured damage to or destruction of the Property or any part thereof (an “Insured
Casualty”), the proceeds of insurance collected shall, at the option of Beneficiary in its sole discretion, be applied to the payment of the Debt or applied to reimburse Grantor for the cost of restoring, repairing, replacing or rebuilding
the Property or the part thereof subject to the Insured Casualty, in the manner set forth below. In no case shall any such application reduce or postpone any payments otherwise required pursuant to the Note. 
  
 (iii)    In the event that proceeds of insurance, if any, shall be made available to Grantor for the
restoring, repairing, replacing or rebuilding of the
 

 
 - 17 - 








 
Property, Grantor hereby covenants to restore, repair, replace or rebuild the Property to be of at least equal value and of substantially the same character as prior to such damage or
destruction, all to be effected in accordance with applicable law and plans and specifications approved in advance by Beneficiary and otherwise in accordance with the requirements of the Management Agreement, if any; provided, however,
that Grantor shall pay all costs (and if required by Beneficiary, shall deposit the total thereof with Beneficiary in advance) of such restoring, repairing, replacing or rebuilding in excess of the net proceeds of insurance required to be made
available pursuant to the terms hereof. 
  
 (iv)    In the event Grantor is
entitled to reimbursement out of insurance proceeds held by Beneficiary, such proceeds shall be disbursed from time to time upon Beneficiary being furnished with: (A) evidence satisfactory to it of the estimated cost of completion of the
restoration, repair, replacement and rebuilding; (B) funds, or, at Beneficiary’s option, assurances satisfactory to Beneficiary that such funds are available, sufficient in addition to the proceeds of insurance to complete the proposed
restoration, repair, replacement and rebuilding; and (C) such architect’s certificates, waivers of lien for work previously performed or contemporaneously funded, contractor’s sworn statements, title insurance endorsements, bonds, plats of
survey and such other evidences of cost, payment and performance as Beneficiary may reasonably require and approve. Beneficiary may, in any event, require that all plans and specifications for such restoration, repair, replacement and rebuilding be
submitted to and approved by Beneficiary prior to commencement of work (which approval shall not be unreasonably withheld). No payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety
percent (90%) of the value of the work performed from time to time. Funds other than proceeds of insurance shall be disbursed prior to disbursement of such proceeds, and at all times the undisbursed balance of such proceeds remaining in
Beneficiary’s possession, together with funds deposited for that purpose or irrevocably committed to the satisfaction of Beneficiary by or on behalf of Grantor for that purpose, shall be at least sufficient in the judgment of Beneficiary to pay
for the cost of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens and claims of lien. Any surplus which may remain out of insurance proceeds held by Beneficiary after payment of such costs of restoration,
repair, replacement or rebuilding shall be delivered to Grantor, provided such restoration was performed in accordance with the provisions of this Section and Grantor is not then in default of its obligations under the Loan Documents. 

 
 (g)    Grantor shall not carry separate insurance, concurrent in kind or form or contributing in the event
of loss, with any insurance required under this Section. Notwithstanding the foregoing, Grantor may carry insurance not required under this Deed of Trust, provided any such insurance affecting the Property shall be for the mutual benefit of
 

 
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Grantor and Beneficiary, as their respective interests may appear, and shall be subject to all other provisions of this Section. 
  
 (h)    Prior to/or contemporaneous with the execution of this Deed of Trust. Grantor shall provide Beneficiary with evidence that the insurance required
hereunder is in full force and effect in accordance with the terms hereof, with all premiums due thereunder prepaid through the first twelve months subsequent to the execution of the Mortgage. 
  

5.    Payment of Taxes 
  
 Grantor shall pay all taxes, assessments, water rates and sewer rents, now or hereafter levied, assessed or imposed against the Property or any part thereof (collectively, the “Taxes”) and all ground rents,
maintenance charges, other governmental impositions, and other charges including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Land, now or hereafter levied, assessed or imposed
against the Property or any part thereof (collectively, the “Other Charges”) as they become due and payable. Grantor will deliver to Beneficiary evidence satisfactory to Beneficiary that the Taxes and Other Charges have been so
paid, or are not then delinquent, no later than thirty (30) days following the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Grantor shall not suffer, and shall promptly cause to be paid and discharged, any
lien or charge whatsoever which may be or become a lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. Grantor shall furnish to Beneficiary or its designee receipts for the payment of the
Taxes, Other Charges and charges for utility services prior to the date that such obligations shall become delinquent. Grantor shall be entitled to contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due
diligence, the amount of any Taxes or Other Charges. Notwithstanding the preceding sentence, during the pendency of any such contest Grantor shall pay or cause to be paid all Taxes and Other Charges as and when due and payable, or otherwise in
accordance with Section 32 hereof. 
  
 6.    Tax and Insurance Escrow Fund

  
 Subject to Section 7(a) below, Grantor shall pay, or cause to be paid by delivering all necessary funds
required by Section 7 below, to Beneficiary on the date hereof (the “Closing Date”) and thereafter monthly on the first (1st) day of each calendar month: (a) one-twelfth (l/12th) of an amount which would be sufficient to pay the
Taxes and Other Charges payable, or estimated by Beneficiary to be payable, during the next ensuing twelve (12) months; and (b) one-twelfth (1/12th) of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the
coverage afforded by the Policies upon the expiration thereof (the amounts described in clauses (a) and (b) of Section 4 above, collectively, the “Tax and Insurance Escrow Fund”). The Tax and Insurance Escrow Fund and the monthly
installments of principal and interest payable under the Note shall be added
 

 
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together and shall be paid as an aggregate sum by Grantor to Beneficiary. Grantor hereby pledges to Beneficiary any and all monies now or hereafter deposited in the Tax and Insurance Escrow Fund
as additional security for the payment of the Debt. Beneficiary will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Grantor pursuant to Sections 4 and 5 hereof. If the amount of the Tax and
Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 4 and 5 hereof, Beneficiary shall, in its discretion, return any excess to Grantor or credit such excess against future payments to be made to
the Tax and Insurance Escrow Fund. If the Tax and Insurance Escrow Fund is not sufficient to pay the items set forth in Sections 4 and 5 above, Grantor shall promptly pay to Beneficiary, upon demand, an amount which Beneficiary shall estimate as
sufficient to make up the deficiency. Upon the occurrence of an Event of Default, Beneficiary may apply any sums then comprising the Tax and Insurance Escrow Fund to the payment of the Debt in any order in its sole discretion. Until expended or
applied as above provided, any amounts in the Tax and Insurance Escrow Fund shall constitute additional security for the Debt. To the extent permitted by applicable law, the Tax and Insurance Escrow Fund shall not constitute a trust fund and may be
commingled with other monies held by Beneficiary. No earnings or interest on the Tax and Insurance Escrow Fund shall be payable to Grantor. 
  
 7.    Accounts 
  
 (a)    While Manager is managing the Property, Grantor shall cause Manager to make monthly deposits and/or contributions to a tax escrow and replacement reserve escrow pursuant to the terms of the Management
Agreement and in amounts sufficient to pay those Taxes and Other Charges set forth in Section 5 hereof and to perform replacements and capital improvements at the Property as may be necessary for the Property to be maintained on par with other
“Residence Inn by Marriott” hotels and in compliance with the Management Agreement. Unless and until either (i) Manager is no longer managing the Property pursuant to the terms and provisions of the Management Agreement or (ii) Beneficiary
reasonably determines that the Manager’s escrow requirements under the Management Agreement are not sufficient to pay the Taxes and Other Obligations as they become due or to perform replacements and capital improvements at the Property as may
be necessary for the Property to be maintained on par with other “Residence Inn by Marriott” hotels, then Beneficiary acknowledges and agrees that the escrow requirements for taxes and replacements set forth in the Management Agreement
shall govern and control over any inconsistent provisions set forth in the following provisions of this Section of the Deed of Trust. If either of the events set forth in the preceding sentence occur, within ten (10) days of written notice from
Beneficiary, Grantor covenants and agrees that it shall comply with all of the following provisions of this Section. The escrows established by Manager shall constitute additional security for the benefit of Beneficiary. Notwithstanding the
foregoing, in the event that Manager fails to pay taxes or insurance premiums or fails to reimburse Borrower for replacements, Borrower shall be responsible for such costs in accordance herewith. 

 
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 (b)    Beneficiary shall this day, or as soon hereafter as is
practicable, establish and shall thereafter maintain the following escrow accounts (collectively, the “Accounts”), each of which shall be in Beneficiary’s name and shall constitute additional security for the Loan;

  
 (i)    Replacement Reserve Account, into which shall be deposited at closing
and thereafter monthly a certain percentage of the Property’s gross income during the preceding calendar year, from which Grantor may request withdrawal from time to time on a monthly basis to refurbish, repair or replace Equipment at the
Property (the “Replacement Reserve Account”); 
  
 (ii)    Tax
and Insurance Escrow Account, into which shall be deposited at closing and thereafter monthly on the first (1st) day of each calendar month, pursuant to the budget, an amount sufficient to satisfy Grantor’s obligations under Section 6 hereof
(the “Tax and Insurance Escrow Account”). 
  
 (c)    Beneficiary shall have sole
signatory authority with respect to any and all withdrawals from the Accounts. All such withdrawals shall be made solely in accordance with the applicable Loan Documents, and by this instrument Grantor does hereby irrevocably authorize and direct
Beneficiary to make all such withdrawals on Grantor’s behalf to satisfy Grantor’s obligations hereunder and under such Loan Documents. 
  
 8.    Condemnation 
  
 (a)    Grantor shall promptly give Beneficiary written notice of the actual or threatened commencement of any condemnation or eminent domain proceeding (a “Condemnation”) and shall deliver to
Beneficiary copies of any and all papers served in connection with such proceedings. Beneficiary is hereby irrevocably appointed as Grantor’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any
award or payment for such Condemnation and to make any compromise or settlement in connection with such proceeding, subject to the provisions of this Deed of Trust. Notwithstanding any taking by any public or quasi-public authority through eminent
domain or otherwise (including, without limitation, any transfer made in lieu of or in anticipation of the exercise of such taking), Grantor shall continue to pay the Debt at the time and in the manner provided for in the Note, this Deed of Trust
and the other Loan Documents, and the Debt shall not be reduced until any award or payment therefor shall have been actually received after expenses of collection and applied by Beneficiary to the discharge of the Debt. Beneficiary shall not be
limited to the interest paid on the award by the condemning authority but shall be entitled to receive out of the award interest at the rate or rates provided in the Note. 

 
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 (b)    If the Property shall be the subject of a
Condemnation, in whole or in part, Grantor shall give prompt written notice thereof to Beneficiary. 
  
 (i)    In the case of a Condemnation, provided that no Event of Default has occurred and is continuing, Beneficiary may: (A) settle and adjust any claim with the prior written consent of Grantor, or (B) allow
Grantor to agree with the condemning authority on the amount to be paid upon the Condemnation; provided, however, that, if no Event of Default shall have occurred and be continuing, Grantor may adjust losses aggregating not in excess
of Fifty Thousand ($50,000.00) if such adjustment is carried out in a competent and timely manner, and provided in any case that Beneficiary shall be, and is hereby, authorized to collect and receipt for any such Condemnation award or proceeds. The
expenses incurred by Beneficiary in the adjustment and collection of a Condemnation award or proceeds shall become part of the Debt, shall be secured by this Deed of Trust and shall be reimbursed by Grantor to Beneficiary on demand. 

 
 (ii)    In the event of any Condemnation affecting all or any portion of the Property, the
award or proceeds collected upon any Condemnation shall, at the option of Beneficiary in its sole discretion, be applied to the payment of the Debt or applied to the cost of restoring, repairing, replacing or rebuilding the Property or the part
thereof subject to the Condemnation in the manner set forth below. In no case shall any such application reduce or postpone any payments otherwise required pursuant to the Note. 
  
 (iii)    In the event that a Condemnation award or proceeds, if any, shall be made available to Grantor for the restoring, repairing,
replacing or rebuilding of the Property, Grantor hereby covenants to restore, repair, replace or rebuild the Property to be of at least equal value and of substantially the same character as prior to such Condemnation, all to be effected in
accordance with applicable law and plans and specifications approved in advance by Beneficiary; provided, however, that Grantor shall pay all costs (and if required by Beneficiary, shall deposit the total thereof with Beneficiary in
advance) of such restoring, repairing, replacing or rebuilding in excess of the net award or proceeds made available pursuant to the terms hereof. 
  
 (iv)    In the event Grantor is entitled to reimbursement out of proceeds held by Beneficiary, such proceeds shall be disbursed from
time to time upon Beneficiary being furnished with: (A) evidence satisfactory to it of the estimated cost of completion of the restoration, repair, replacement and rebuilding; (B) funds, or, at Beneficiary’s option, assurances satisfactory to
Beneficiary that such funds are available, sufficient in addition to the Condemnation award or proceeds to complete the proposed restoration, repair, replacement and rebuilding; and (C) such architect’s certificates, waivers of lien for work
previously performed or contemporaneously
 

 
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funded, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Beneficiary may require and approve.
Beneficiary may, in any event, require that all plans and specifications for such restoration, repair, replacement and rebuilding be submitted to and approved by Beneficiary prior to commencement of work (which approval shall not be unreasonably
withheld). No payment made prior to the final completion of the restoration, repair, replacement and rebuilding shall exceed ninety percent (90%) of the value of the work performed from time to time. Funds other than the Condemnation award or
proceeds shall be disbursed prior to disbursement of such proceeds, and at all times the undisbursed balance of such proceeds remaining in Beneficiary’s possession, together with funds deposited for that purpose or irrevocably committed to the
satisfaction of Beneficiary by or on behalf of Grantor for that purpose, shall be at least sufficient in the judgment of Beneficiary to pay for the cost of completion of the restoration, repair, replacement or rebuilding, free and clear of all liens
and claims of lien. Any surplus which may remain out of a Condemnation award or proceeds held by Beneficiary after payment of such costs of restoration, repair, replacement or rebuilding shall be delivered to Grantor, provided such restoration was
performed in accordance with the provisions of this Section, and Grantor is not then in default of its obligations under the Loan Documents. 
  
 9.    Leases and Profits 
  
 (a)    In connection with the Loan, Grantor has absolutely and unconditionally assigned to Beneficiary all of Grantor’s right, title and interest in all current and future Leases and Profits, it being
intended by Grantor that such assignment constitutes a present, absolute assignment and not an assignment for additional security only. Such assignment to Beneficiary shall not be construed to bind Beneficiary to the performance of any of the
covenants, conditions or provisions contained in any such Lease or otherwise to impose any obligation upon Beneficiary. Grantor shall execute and deliver to Beneficiary such additional instruments, in form and substance reasonably satisfactory to
Beneficiary, as may hereafter be reasonably requested by Beneficiary to further evidence and confirm such assignment. Nevertheless, subject to the terms of this Section, Beneficiary has granted to Grantor a revocable license to operate and manage
the Property and to collect the Profits. Grantor shall hold the Profits, or a portion thereof sufficient to discharge all current sums due on the Debt, in trust for the benefit of Beneficiary for use in the payment of such sums. Upon the occurrence
of an Event of Default, the license granted to Grantor shall automatically be revoked, and Beneficiary shall immediately be entitled to possession of all Profits, whether or not Beneficiary enters upon or takes control of the Property. Beneficiary
is hereby granted and assigned by Grantor the right, at its option, upon revocation of the license granted herein, to enter upon the Property in person, by agent or by court-appointed receiver to collect the Profits. Any Profits collected after
revocation of the license may be applied toward payment 

 
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of the Debt in such priority and proportions as Beneficiary in its discretion shall deem appropriate. 
  
 (b)    Grantor shall furnish Beneficiary with executed copies of all Leases and all amendments thereto. All renewals of Leases and all proposed Leases shall provide for rental rates
comparable to existing local market rates and shall be arms-length transactions. All proposed Leases shall be subject to the prior approval of Beneficiary except those proposed Leases which: (i) do not individually or in the aggregate alter the
ratio of office/retail space to hotel space as presently utilized in the Property; (ii) are the result of an arms-length transaction with a bona fide, independent third-party; (iii) provide for rental rates comparable to existing rates; (iv) do not
contain any terms which would affect Beneficiary’s rights under the Note, this Deed of Trust or the other Loan Documents, and (v) are not by definition Major Leases, shall not be subject to the prior approval of Beneficiary. Major Leases shall
mean leases for one hundred fifty (150) square feet or more space (the “Major Leases”). All Leases shall provide that they are subordinate to this Deed of Trust and that the lessee agrees to attorn to Beneficiary. Grantor shall: (A)
observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to materially impair the value of the Leases as security for the Debt; (B) promptly send to Beneficiary copies of all
written notices of default which Grantor shall send or receive thereunder; (C) enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination
thereof; (D) not collect any Profits more than one (1) month in advance; (E) not execute any other assignment of the lessor’s interest in the Leases or Profits; (F) other than de minimis non-financial amendments, not materially alter,
modify or change the terms of the Leases without the prior written consent of Beneficiary, or, except if a lessee is in default, cancel or terminate the Leases or accept a surrender thereof or convey or transfer or suffer or permit a conveyance or
transfer of the Property or of any interest therein so as to effect a merger of the estates and rights of, or a termination or diminution of the obligations of, lessees thereunder; provided, however, that any Lease may be canceled if
at the time of the cancellation thereof a new Lease is entered into with a bona fide, independent third-party on substantially the same terms or more favorable terms as the canceled Lease; (G) not materially alter, modify or change the terms of any
guaranty of the Leases or cancel or terminate such guaranty without the prior written consent of Beneficiary; (H) not consent to any assignment of or subletting under the Leases not in accordance with their terms, without the prior written consent
of Beneficiary; and (I) execute and deliver at the request of Beneficiary all such further assurances, confirmations and assignments in connection with the Property as Beneficiary shall from time to time reasonably request. 
  
 (c)    All security deposits of lessees, whether held in cash or any other form, shall not be commingled with any
other funds of Grantor and, if cash, shall be deposited by Grantor into a separate “Security Deposits Account.” Any bond or other instrument which Grantor is permitted to hold in lieu of cash security deposits under any applicable legal


 
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requirements shall be maintained in full force and effect unless replaced by cash deposits as hereinabove described, shall be issued by an institution satisfactory to Beneficiary, shall, if
permitted pursuant to any legal requirements, name Beneficiary as payee or mortgagee thereunder (or at Beneficiary’s option, be fully assignable to Beneficiary) and shall, in all respects, comply with any applicable legal requirements and
otherwise be reasonably satisfactory to Beneficiary. Grantor shall, upon request, provide Beneficiary with evidence reasonably satisfactory to Beneficiary of Grantor’s compliance with the foregoing. Following the occurrence and during the
continuance of any Event of Default, Grantor shall, upon Beneficiary’s request, if permitted by any applicable legal requirements, turn over to Beneficiary the security deposits (and any interest theretofore earned thereon) with respect to all
or any portion of the Property, to be held by Beneficiary subject to the terms of the Leases. 
  
 10.    Representations Concerning Loan 
  
 Grantor represents,
warrants and covenants as follows: 
  
 (a)    Grantor is duly organized and validly existing in
good standing under the applicable laws of the state of its creation as a limited partnership, and Grantor is qualified to do business in and is in good standing in its state of formation and in the state in which the Property is located, with full
power, right, authority and legal capacity to enter into this Deed of Trust, the Loan and the Loan Documents and to operate the Property as contemplated hereunder. Redinn Associates L.L.C. is the sole general partner of Grantor. Redinn Associates
L.L.C., a Texas limited liability company, is duly organized and validly existing in good standing under the applicable laws of the state of its creation as a limited liability company, and Redinn Associates L.L.C. is qualified to do business in and
is in good standing in its state of formation and in the state in which the Property is located. 
  
 (b)    The execution, delivery and performance of the Loan Documents executed or delivered by Grantor and the consummation of the transactions contemplated thereby: (i) have been duly authorized by all requisite
actions; (ii) have been approved or consented to by all of their respective constituent entities whose approval or consent is required to be obtained; (iii) do not require the approval or consent of any governmental authority having jurisdiction
over any of Grantor or the Property; (iv) do not and will not constitute a violation of, or default under, the governing instruments of Grantor or any applicable requirement of a governmental authority; and (v) will not be in contravention of any
court or administrative order or ruling applicable to Grantor or the Property, or any mortgage, indenture, agreement, commitment or instrument to which Grantor is a party or by which it or its assets are bound, nor create or cause to be created any
mortgage, lien, encumbrance, or charge against the assets of Grantor other than those permitted by the Loan Documents. 

 
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 (c)    There are no actions, suits or proceedings pending,
or, to the best knowledge of Grantor, threatened, nor any pending or, to the best knowledge of Grantor, threatened labor disputes, against or affecting Grantor or the Property, or any other collateral covered by the Loan Documents, or involving the
validity or enforceability of the Loan Documents or the priority of the liens created or to be created thereby, at law or in equity, or before or by any governmental authority, which, if adversely determined, would, in the determination of
Beneficiary, either individually or in the aggregate, have a material adverse affect on (i) the operation of the Property as contemplated hereunder, (ii) the ability of Grantor to pay all of its liabilities or to perform all of its obligations in
the manner and within the time periods required under the Loan Documents, (iii) the validity, enforceability or consummation of the Loan Documents or the transactions contemplated thereby, or (iv) the title to the Property, the permitted uses of the
Property or the value of the security provided by the Loan Documents. Grantor has complied with all applicable requirements of ERISA. 
  
 (d)    This Deed of Trust and the other Loan Documents are the legal, valid and binding obligations of Grantor, and are not subject to any right of rescission, set-off, counterclaim or defense, including
the defense of usury, nor would the operation of any of the terms of the Note, this Deed of Trust and the other Loan Documents, or the exercise of any right thereunder, render this Deed of Trust or the other Loan Documents unenforceable, in whole or
in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury. 
  
 (e)    All certifications, permits, licenses and approvals required for the legal use, occupancy and operation of the Property as a hotel, including, without limitation, any applicable liquor license, certificate
of completion and occupancy permit, have been obtained and are in full force and effect. To Grantor’s best knowledge, the Property is free of material damage and is in good repair, and there is no proceeding pending or, to the best of
Grantor’s best knowledge, threatened for the total or partial condemnation of, or affecting, the Property. 
  
 (f)    All of the Improvements which were considered in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, no improvements on adjoining
properties encroach upon the Property other than as approved by Lender or as set forth in that certain title commitment No. 869997 dated September 11, 2000, issued by Transnation Title Insurance Company (the “Title Commitment”), and no
easements or other encumbrances upon the Land encroach upon any of the Improvements other than as approved by Lender or as set forth in the Title Commitment, so as to materially and adversely affect the value or marketability of the Property. The
Property is contiguous to and has access to a physically and legally open all-weather public street, has all necessary permits and approvals for ingress and egress, is adequately serviced by public water, sewer systems and utilities and is on one or
more separate tax parcels, all of which are separate and apart from any other property owned by Grantor or any other person. The Property has all necessary access by public roads or easements which in each case are not
 

 
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terminable and are not subordinate to any mortgage other than this Deed of Trust. To Grantor’s best knowledge, the Property and all of the Improvements comply with all laws, ordinances or
regulations pertaining to the use or operation of the Property, including, without limitation, applicable zoning, subdivision and land use, fire, health and safety laws, regulations and ordinances. 
  
 (g)    The Property is not subject to any leases, licenses or other use or occupancy agreements other than the Leases
and Management Agreement disclosed and delivered to Beneficiary in connection with this Deed of Trust. No person has any possessory interest in the Property or right to occupy any portion thereof except under and pursuant to the provisions of the
Leases or transient hotel guests in the ordinary course of Grantor’s business. 
  
 (h)    The financial statements of Grantor and/or Guarantor heretofore furnished to Beneficiary are, as of the date specified therein, complete and correct in all material respects and fairly present the financial
condition of Grantor and Guarantor and are, with respect to the corporate general partner of Grantor, prepared in accordance with GAAP and the Uniform System of Accounts for hotel and motel properties as approved by the American Hotel and Motel
Association (as in effect from time to time, the “Uniform System of Accounts”) applied on a consistent basis. Grantor and/or Guarantor does not on the date hereof have any contingent liabilities, liabilities for taxes, unusual
forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments which in each case are known to Grantor and/or Guarantor and which, in Grantor’s opinion, are reasonably likely to result in a material
adverse effect on the Property or the operation thereof as a hotel, except as referred to or reflected or provided for in the financial statements heretofore furnished to Beneficiary or as otherwise disclosed to Beneficiary herein. Since the last
date of such financial statements, there has been no material adverse change in the financial condition, operations or business of Grantor and/or Guarantor from that set forth in such financial statements as of the dates thereof. 

 
 (i)    The Management Agreement is in full force and effect and there is no default, breach or violation
existing thereunder by any party thereto and no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or violation by
any party thereunder. 
  
 (j)    Neither the execution and delivery of the Loan Documents,
Grantor’s performance thereunder, the recordation of this Deed of Trust, nor the exercise of any remedies by Beneficiary, will adversely affect (i) Grantor’s rights under the Management Agreement, the Leases or the Operating Agreements or
(ii) the licenses, registrations, permits, certificates, authorizations and approvals necessary for the operation of the Property as a hotel. 

 
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 (k)    The Leases are in full force and effect and there is
no default, breach or violation existing thereunder by any party thereto and no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a
default, breach or violation by any party thereunder. 
  
 (l)    Since the date of the last
inspection of the Property by Beneficiary: (i) no portion of the Property has been damaged and not repaired to Beneficiary’s satisfaction or has been taken in condemnation or other similar proceedings; and (ii) no change has occurred in the
structure or physical condition of the Property other than customary wear and tear. 
  
 (m)    Since the date of the information and documentation relating to the Property furnished to Beneficiary, no material change in the Property has occurred. 
  

(n)    No default has occurred and is continuing in the performance of any obligation of Grantor or any affiliate of Grantor which would be deemed
an Event of Default under the Loan Documents if they were in effect, or any instruments evidencing, securing or guaranteeing any other loan. 
  
 (o)    There exists no fact, event or disclosure in connection with the Loan that reasonably could be expected to cause the Loan to become delinquent or otherwise have a material
adverse affect on the Loan or the Property. 
  
 (p)    No notice of violation of any municipal
ordinances has been filed against the Property by any municipal department. 
  
 (q)    Grantor
has no knowledge of any latent or patent defects in the roof, foundations, sprinkler mains, garage, structural, mechanical and HVAC systems and masonry wall in any of the Improvements. 
  
 (r)    The survey of the Property delivered to Beneficiary in connection with this Deed of Trust has been performed by a duly licensed surveyor or
registered professional engineer in the jurisdiction in which the Property is situated and does not fail to reflect any material matter affecting the Property or the title thereto. 
  
 (s)    Grantor is the owner of all of the furniture, fixtures and equipment located on or used in connection with the Property. 
  
 11.    Single Purpose Entity; Authorization 
  
 Grantor represents and warrants, and covenants for so long as any obligations secured by this Deed of Trust remain outstanding, as follows: 

 
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 (a)    Grantor does not and will not own any asset or
property other than: (i) the Property; and (ii) personal property necessary for the ownership or operation of the Property. 
  
 (b)    Grantor does not and will not engage in any business other than the ownership, management and operation of the Property and Grantor will conduct and operate its business in all material respects as
presently conducted and operated and will not change the use of the Property. 
  
 (c)    Grantor
will not enter into any contract or agreement with Guarantor or an affiliate, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length third-party basis. 

 
 (d)    Grantor has not incurred and will not incur any indebtedness (including any leases or other
financing for Equipment (“FF&E Financing”), secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation and including any debt owing to a partner or member in, or an affiliate of,
Grantor), other than the Debt and trade and operational debt (not including any FF&E Financing) for contracts that are cancelable without penalty within thirty (30) days of notice, and provided such trade and operational debt is incurred in the
ordinary course of business with trade creditors and in amounts as are customary and reasonable under the circumstances. Except with Beneficiary’s prior written approval in each instance, no indebtedness other than the Debt is or shall be
secured by the Property. Beneficiary’s approval shall be granted or withheld at Beneficiary’s sole discretion. Notwithstanding the foregoing, leases or other subordinate financing of equipment used in the ordinary course of business in the
operation of hotels and which, in the aggregate, have a payment stream that does not exceed Eighty Thousand and No/100 Dollars ($80,000.00) per year, and, in the aggregate over the term of all such leases or subordinate financing, have a payment
stream that does not exceed Four Hundred Thousand and No/100 Dollars ($400,000.00) are permitted. 
  
 (e)    Grantor has not made and will not make any loans or advances to any third party (including any constituent party, Guarantor or any affiliate of Grantor, or any constituent of Guarantor), except in de
minimus amounts in the ordinary course of business and of the character of trade or operational expenses. 
  
 (f)    Grantor has done or caused to be done, and will do or cause to be done, all things necessary to preserve its existence, and Grantor will not, nor will Grantor permit any party to amend, modify or otherwise
change the partnership certificate, partnership agreement, or other organizational documents, as the case may be, of Grantor or Guarantor in a manner which would adversely affect the Grantor’s existence as a single purpose entity. 


 
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 (g)    Grantor will maintain books and records and bank
accounts separate from those of its affiliates and any constituent party, and Grantor and Guarantor each will file or cause to be filed separate tax returns. Grantor shall not change the principal place of its business or the jurisdiction of
formation without the prior written consent of Beneficiary, such consent not to be unreasonably withheld, conditioned or delayed. 
  
 (h)    Grantor is and will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any affiliate or constituent party of Grantor or any
affiliate or constituent party of Guarantor), and will use and conduct its business in its own name. 
  
 (i)    Neither Grantor nor any constituent party will cause or seek the dissolution or winding up, in whole or in part, of Grantor. 
  
 (j)    Grantor will not commingle its funds and other assets with those of, or pledge its assets for the benefit of, any affiliate or constituent party
of Grantor, any affiliate or constituent party of Guarantor, or any other person. 
  
 (k)    Grantor does not or will not hold itself out to be responsible for the debts or obligations of any other person and does not or will not pay another person’s liabilities out of its own funds.

  
 (l)    Grantor and Guarantor will cause Redinn Associates, L.L.C., to comply with each of the
provisions of this Section 11 with respect to such entity’s operation and status as a single purpose entity. 
  
 12.    Maintenance of Property 
  
 Grantor shall cause the Property
to be maintained in a good and safe condition and repair. The Improvements and the Equipment shall not be removed, demolished or materially altered (except for normal replacement of the Equipment) without the prior written consent of Beneficiary.
Grantor shall promptly comply with all laws, orders and ordinances affecting the Property, or the use thereof, subject to Grantor’s right to contest the same as provided in this Deed of Trust. Grantor shall promptly repair, replace or rebuild
any part of the Property which may be destroyed by any casualty, or become damaged, worn or dilapidated, or which may be affected by any proceeding of the character referred to in Section 8 hereof, and shall complete and pay for any structure at any
time in the process of construction or repair on the Land. Except as expressly permitted in writing by Beneficiary, Grantor shall not initiate, join in, acquiesce in, or consent to any change in any private restrictive covenant, zoning law or other
public or private restriction limiting or defining the uses which may be made of the Property or any part thereof. If under applicable zoning provisions the use of all or any portion of the Property is or shall become a nonconforming 

 
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use, Grantor will not cause or permit such nonconforming use to be discontinued or abandoned without the prior written consent of Beneficiary. Grantor shall not without the prior written consent
of Beneficiary: (a) change the use of the Land as currently configured and utilized; (b) permit or suffer to occur any waste on or to the Property or to any portion thereof; or (c) take any steps whatsoever to convert the Property, or any portion
thereof, to a condominium or cooperative form of ownership. Grantor shall not enter into any license, easement, covenant or other agreement affecting the Property without the prior written consent of Beneficiary. 
  
 13.    Transfer or Encumbrance of the Property 
  

(a)    Grantor acknowledges that Beneficiary has examined and relied on the creditworthiness and experience of Grantor and its general partner,
limited partners and beneficial owners in owning and operating properties such as the Property in agreeing to make the loan secured by this Deed of Trust, and that Beneficiary will continue to rely on Grantor’s ownership of the Property as a
means of maintaining the value of the Property as security for repayment of the Debt. Grantor acknowledges that Beneficiary has a valid interest in maintaining the value of the Property so as to ensure that, should Grantor default in the repayment
of the Debt, Beneficiary can recover the Debt by a sale of the Property. Grantor shall not, without the prior written consent of Beneficiary, directly or indirectly sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the
Property or any part thereof or any interest therein, or permit the Property or any part thereof to be sold, conveyed, alienated, mortgaged, encumbered, pledged or otherwise transferred. 
  
 (b)    A sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer within the meaning of this Section shall be deemed to include: (i) an
installment sales agreement wherein Grantor agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Grantor leasing all or a substantial part of the Property for other than actual occupancy by a
space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Grantor’s right, title and interest in and to any Leases or any Profits; (iii) if Grantor, Guarantor, or any general partner of Grantor
is a corporation, the merger, consolidation or voluntary or involuntary sale, exchange, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly (at any tier) controlling such corporation by
operation of law or otherwise) or the creation or issuance of new stock, in one or a series of transactions, in any such case the result of which is that an aggregate of more than forty-nine percent (49%) of such corporation’s stock (or such
controlling corporation’s stock) shall be vested, legally or beneficially, in a party or parties who are not now stockholders; (iv) if Grantor, Guarantor or any general partner or managing member (or if no managing member, any member) of
Grantor is a limited or general partnership or joint venture, (A) any merger or consolidation of such entity or of any entity directly or indirectly (at any tier) controlling such entity, (B) the change, removal or resignation of a general partner,
managing partner or joint venturer (but not a limited partner), 

 
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the admission of a new general partner, managing partner or joint venturer, or the direct or indirect (at any tier) transfer or pledge of the legal or beneficial rights to the partnership
interests of any general partner, managing partner or joint venturer or any profits or proceeds related thereto, or (C) the voluntary or involuntary merger, consolidation, sale, exchange, conveyance or direct or indirect (at any tier) transfer of
legal or beneficial rights to the profits or other partnership interests in such partnership or joint venture, or the creation or issuance of new partnership interests, in one or a series of transactions, in any such case the result of which is that
an aggregate of more than forty-nine percent (49%) of such entity’s partnership or venturer interests shall be vested, legally or beneficially, in a party or parties who are not now partners or venturers; and (v) if Grantor, Guarantor or any
general partner or member of Grantor or Guarantor is a limited liability company, (A) any merger or consolidation of such entity or of any entity directly or indirectly (at any tier) controlling such entity, (B) the change, removal or resignation of
a managing member or of a non-member manager (or if no managing member or non-member manager, any member), or the direct or indirect (at any tier) transfer of the legal or beneficial ownership of membership interests or “units” of a
managing member or of a non-member manager (or if no managing member or non-member manager, any member) or any profits or proceeds relating to such membership interests or “units”, or (C) the voluntary or involuntary sale, exchange,
conveyance or direct or indirect (at any tier) transfer of membership interests or “units” in such limited liability company, or the creation or issuance of new membership interests or “units” in one or a series of transactions,
in any such case the result of which is that an aggregate of more than forty-nine percent (49%) of such company’s membership interests or “units” shall be vested, legally or beneficially, in a party or parties who are not now members.

  
 (c)    No sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the
Property, or of any interest therein (other than transfers not expressly prohibited under Section 13 (a) herein), shall be permitted during the term of the Loan without Beneficiary’s prior written approval, which shall not be unreasonably
withheld, conditioned or delayed. Beneficiary shall not be required to demonstrate any actual impairment of its security, or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Grantor’s sale,
conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property without Beneficiary’s written consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property
regardless of whether voluntary or not, or whether or not Beneficiary has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property. 
  
 (d)    Beneficiary’s consent to one sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property shall not be deemed to
be a waiver of Beneficiary’s right to require such consent in the future. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property made in contravention of this Section shall be null and void and of no force
or effect. 

 
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(e)    Grantor agrees to bear and shall pay or reimburse Beneficiary on demand for all expenses (including, without limitation. Beneficiary’s out-of-pocket attorneys’ fees and disbursements, title search
costs and title insurance endorsement premiums) incurred by Beneficiary in connection with the review, approval or disapproval, and documentation of any such sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer. 
 
14.    Certificates: Affidavits

 
(a)    Within ten (10)
days after request by Beneficiary, Grantor shall furnish Beneficiary with a statement, duly acknowledged and certified, setting forth: (i) the amount of the original principal amount of the Note; (ii) the then outstanding principal balance of the
Note; (iii) the rate of interest of the Note; (iv) the date on which installments of interest and/or principal were last paid; (v) any offsets or defenses to the payment of the Debt; and (vi) that the Note, this Deed of Trust and the other Loan
Documents are valid, legal and binding obligations of Grantor, which have not been modified or if modified, giving particulars of such modification. 
 
(b)    Within ten (10) days after written request by Beneficiary, Grantor shall use its best efforts to furnish
Beneficiary with a certificate reaffirming all representations and warranties of Grantor set forth herein and in the other Loan Documents as of the date requested by Beneficiary or, to the extent of any changes to any such representations and
warranties, so stating such changes. 
 
(c)    Grantor shall deliver to Beneficiary upon request, tenant estoppel certificates from each tenant under a Lease in form and substance satisfactory to Beneficiary; provided, however, that
Grantor shall not be required to deliver such certificates more frequently than once in any consecutive twelve (12) month period except upon any sale or transfer (or proposed sale or transfer) of the Loan by Beneficiary. 
 
15.    Changes in the Laws Regarding
Taxation 
 
If any law is enacted, adopted
or amended after the date of this Deed of Trust which deducts the Debt from the value of the Property for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Beneficiary’s interest in the Property,
Grantor will pay such tax, with interest and penalties thereon, if any. In the event Beneficiary or its counsel determines that the payment of such tax or interest and penalties by Grantor would be unlawful or taxable to Beneficiary or unenforceable
or provide the basis for a defense of usury, then in any such event, Beneficiary shall have the option, by written notice of not less than ninety (90) days, to declare the Debt immediately due and payable. 
 
 

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16.    No Credits on Account of the Debt 
 
Grantor will not claim, demand or be entitled to any credit
or credits on account of the Debt for any part of the Taxes or Other Charges assessed against the Property, or any part thereof, and no deduction shall otherwise be made or claimed from the assessed value of the Property, or any part thereof, for
real estate tax purposes by reason of this Deed of Trust or the Debt. In the event such claim, credit or deduction shall be required by law. Beneficiary shall have the option, by written notice of not less than ninety (90) days, to declare the Debt
immediately due and payable. 
 
17.    Documentary Stamps 
 
If at any time the United States of America, any State thereof or any subdivision of any such State shall require revenue or other stamps to be affixed to the Note or this Deed of Trust, or shall
impose any other tax or charge on the same, Grantor will pay for the same, with interest and penalties thereon, if any. 
 
18.    Controlling Agreement 
 
It is expressly stipulated and agreed to be the intent of Grantor and Beneficiary at all times to comply with
applicable state law or applicable United States federal law (to the extent that it permits Beneficiary to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this Section shall control every
other covenant and agreement in this Deed of Trust and the other Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for under the Note or under any of the other Loan
Documents, or contracted for, charged, taken, reserved, or received with respect to the Debt, or if Beneficiary’s exercise of the option to accelerate the maturity of the Note, or if any prepayment by Grantor results in Grantor having paid any
interest in excess of that permitted by applicable law, then it is Grantor’s and Beneficiary’s express intent that all excess amounts theretofore collected by Beneficiary shall be credited on the principal balance of the Note and all other
Debt (or, if the Note and all other Debt have been or would thereby be paid in full, refunded to Grantor), and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder
and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid or
agreed to be paid to Beneficiary for the use, forbearance, or detention of the Debt shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Debt until payment in full so
that the rate or amount of interest on account of the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is outstanding. Notwithstanding anything to the contrary contained
herein or in any of the other Loan Documents, it is not the intention of Beneficiary to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

 

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 19.    Books and Records 

 
 (a)    Grantor shall keep and maintain full and adequate books and records of account in accordance with
methods acceptable to Beneficiary in its sole discretion, consistently applied; provided, however, that Beneficiary acknowledges that the method presented in the Management Agreement as of the date hereof shall be acceptable. Grantor will furnish,
or cause to be furnished to Beneficiary, within thirty (30) days after the close of each Accounting Period (as defined in the Management Agreement) (i) certified true and correct copies of any interim accounting reports received from Manager under
the Management Agreement, or (ii) if no such interim accounting reports have been furnished by Manager, Grantor shall provide and certify directly to Beneficiary all information which would have been set forth in such interim accounting reports.
Grantor shall also deliver to Beneficiary within ten (10) days after receipt from Manager, any additional financial reports which Grantor receives from Manager. To the extent not set forth in any interim accounting reports received by Grantor
pursuant to the Management Agreement, Grantor shall also deliver within thirty (30) days after the close of each Accounting Period, a written statement showing the percentage of hotel rooms rented and occupied during such Accounting Period and the
average daily room rate charged during such Accounting Period. Grantor shall also deliver to Beneficiary within ten (10) days after its receipt from Manager, (a) a certified true and correct copy of the annual operating statement for the Property,
together with a statement regarding whether Grantor intends to challenge and/or audit such statement and (b) the Annual Operating Projection (as defined in the Management Agreement) for the following fiscal year for the Property. Upon request by
Beneficiary, Grantor will provide a detailed explanation of any variances of ten percent (10%) or more between total budgeted and actual amounts for such periods. If, following Beneficiary’s prior written consent, Manager at any time ceases to
be the Manager for the Property, Beneficiary reserves the right to require additional financial and operating statements regarding Grantor and the Property. At any time and from time to time Grantor shall deliver to Beneficiary or its agents such
other financial and management data and information as Beneficiary or its agents shall reasonably request with respect to Grantor and the ownership, maintenance, use and operation of the Property. All information required to be furnished to
Beneficiary pursuant to this Section 19 shall be on the standard form used by Manager or otherwise on a form approved in advance by Beneficiary. Beneficiary shall have the right to conduct an independent audit of any of the above financial
information at its own expense at any time. In the event that an error in excess of three and one-half percent (3 1/2%) of either total revenues or total expenses is discovered, the cost of the audit shall be borne by Grantor. 
  
 (b)    Beneficiary, its advisors shall have the right upon prior written notice to examine the records, books, management and other papers of Grantor and its Affiliates or of any Principal which reflect
upon their financial condition, during reasonable business hours at the Property or at any office regularly maintained by Grantor, its Affiliates or any Principal where the books and records are located. Beneficiary and its advisors shall have the
right upon 

 
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 notice to make copies and extracts from the foregoing records and other papers. In addition, Beneficiary, its agents, accountants and attorneys
shall have the right to examine and audit the books and records of Grantor and its Affiliates or of any Principal pertaining to the income, expenses and operation of the Property during reasonable business hours at any office of Grantor, its
Affiliates or any Principal where the books and records are located. Beneficiary shall use reasonable efforts, and shall cause its advisors to use reasonable efforts, not to disclose confidential or proprietary information of Grantor, its Affiliates
and any Principal reviewed pursuant hereto. 
  
 20.    Performance of Other Agreements

  
 (a)    Grantor shall observe and perform each and every term to be observed or performed
by Grantor pursuant to the terms of any agreement or instrument affecting or pertaining to the Property, including, without limitation, the Management Agreement, service contracts, maintenance agreements, and restrictive covenants (including those
contract described on Exhibit B attached hereto and incorporated herein by this reference) (collectively, the “Operating Agreements”). Upon written request by Beneficiary, Grantor shall deliver to Beneficiary estoppel certificates
from each party to the Operating Agreements in form and substance satisfactory to Beneficiary; provided, however, that Grantor shall not be required to deliver such certificates more frequently than once in any consecutive twelve (12)
month period except upon any sale or transfer (or proposed sale or transfer) of the Loan by Beneficiary. 
  
 (b)    Grantor will not surrender its interests under the Operating Agreements or terminate, cancel, modify, change, supplement, alter or amend the Operating Agreements orally or in writing without the express
written consent of Beneficiary, and any such termination, cancellation, modification, change, supplement, alteration or amendment of the Operating Agreements without the prior written consent thereto of Beneficiary shall be void and of no force or
effect. No release or forbearance of any of Grantor’s obligations under the Operating Agreements, pursuant to the Operating Agreements or otherwise, shall release Grantor from any of its obligations under this Deed of Trust, including its
obligations with respect to the payment of all sums as provided for in the Operating Agreements and the performance of all of the terms, conditions and agreements contained in the Operating Agreements to be kept, performed and complied with by the
Grantor therein. 
  
 (c)    Grantor shall observe and perform each and every term to be observed
or performed by Grantor pursuant to the terms of the Operating Agreements and shall: 
  
 (i)    diligently proceed to cure any default and satisfy any demand made upon it pursuant to the Operating Agreements; 

 
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 (ii)    promptly notify Beneficiary in
writing of any default notice received by Grantor under the Operating Agreements and provide Beneficiary with copies of any notices delivered in connection therewith; 
  
 (iii)    promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed
by the other party under the Operating Agreements; and 
  
 (iv)    grant
Beneficiary the right, but Beneficiary shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Operating Agreements on the part of Grantor
to be performed or observed to be promptly performed or observed on behalf of Grantor, to the end that the rights of Grantor in, to and under said Operating Agreements shall be kept free from default. 
  
 21.    Further Assurances 
  
 (a)    Grantor will, at the cost of Grantor, and without expense to Beneficiary, do, execute, acknowledge and deliver all and every such further acts,
deeds, conveyances, mortgages, assignments, notices of assignment, Uniform Commercial Code financing statements or continuation statements, transfers and assurances as Beneficiary shall, from time to time, require, for the better assuring,
conveying, assigning, transferring, and confirming unto Beneficiary the property and rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter
so to be, or which Grantor may be or may hereafter become bound to convey or assign to Beneficiary, or for carrying out the intention or facilitating the performance of the terms of this Deed of Trust or for filing, registering or recording this
Deed of Trust. Grantor, on demand, will execute and deliver and hereby authorizes Beneficiary to execute in the name of Grantor or without the signature of Grantor to the extent Beneficiary may lawfully do so, one or more financing statements,
chattel mortgages or other instruments, to evidence more effectively the security interest of Beneficiary in the Property. Grantor grants to Beneficiary an irrevocable power of attorney coupled with an interest for the purpose of exercising and
perfecting any and all rights and remedies available to Beneficiary at law and in equity, including, without limitation, such rights and remedies available to Beneficiary pursuant to this Section; provided, however, that so long as
Grantor is in compliance with the terms and conditions of this Deed of Trust, Beneficiary will first seek Grantor’s assistance in exercising and perfecting such rights and remedies. 
  
 (b)    Grantor acknowledges that Beneficiary intends to sell the loan evidenced by the Note and the Loan Documents to a party who may pool the Loan with
a number of other loans and to have the holder of such loans grant participations therein or issue one or more classes of Mortgage-Backed, Pass-Through Certificates or other securities 

 
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 evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”). The Securities
may be rated by one or more national rating agencies. Grantor acknowledges and agrees that Beneficiary may, at any time, sell, transfer or assign the Note, this Deed of Trust and the other Loan Documents, and any or all servicing rights with respect
thereto, or grant participations therein or issue Mortgage-Backed, Pass-Through Certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement. In this regard, Grantor agrees to make
available to Beneficiary all information concerning its business and operations which Beneficiary reasonably requests. Beneficiary may share such information with the investment banking firms, rating agencies, accounting firms, law firms and other
third-party advisory firms involved with the Loan or the Securities. Beneficiary may forward to each purchaser, transferee, assignee, servicer, participant or investor in such securities or any credit rating agency rating such Securities
(collectively, the “Investor”) and each prospective Investor, all documents and information which Beneficiary now has or may hereafter acquire relating to Grantor and the Property, whether furnished by Grantor or otherwise, as
Beneficiary determines necessary or desirable consistent with full disclosure for purposes of marketing and underwriting the Loan. Grantor shall furnish and hereby consents to Beneficiary furnishing to such Investors or such prospective Investors
any and all information concerning Grantor and the Property as may be requested by Beneficiary, any Investor or any prospective Investor in connection with any sale, transfer or participation interest. It is understood that the information provided
by Grantor to Beneficiary may ultimately be incorporated into the offering documents for the Securities and thus such information may be disclosed to Investors and prospective Investors. Beneficiary and all of the aforesaid third-party advisors and
professional firms shall be entitled to rely on the information supplied by, or on behalf of, Grantor. Beneficiary, at its sole option, may also elect to split the Loan into two or more loans, each secured by liens on the Property, and sell, assign,
pledge or otherwise hypothecate one or more of such loans to third parties. Grantor shall cooperate in all such efforts by executing and delivering all such documents, certificates, instruments and other things to evidence or confirm Grantor’s
obligations hereunder, and in no such event shall the Debt or Grantor’s obligations hereunder be increased as a result thereof. Upon any transfer or proposed transfer contemplated above and by the Loan Documents, at Beneficiary’s request,
Grantor shall provide a reasonably customary estoppel certificate to the Investor or any prospective Investor. 
  
 22.    Recording of Deed of Trust 
  
 Grantor forthwith upon the
execution and delivery of this Deed of Trust and thereafter, from time to time, will cause this Deed of Trust, and any security instrument creating a lien or security interest or evidencing the lien thereof upon the Property and each instrument of
further assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien or security interest thereof upon, and the interest
of Beneficiary in, the Property. Grantor will pay all filing, registration or recording fees, and all expenses incident to 

 
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 the preparation, execution and acknowledgment of this Deed of Trust, any mortgage supplemental thereto, any security instrument with respect to
the Property and any instrument of further assurance, and all federal, state, county and municipal taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Deed of Trust, any mortgage
supplemental thereto, any security instrument with respect to the Property or any instrument of further assurance, except where prohibited by law so to do. Grantor shall hold harmless and indemnify Beneficiary, its successors and assigns, against
any liability incurred by reason of the imposition of any tax on the making and recording of this Deed of Trust. 
  
 23.    Reporting Requirements 
  
 Grantor agrees to give prompt
written notice to Beneficiary of the insolvency or bankruptcy filing of Grantor or any partner thereof, or the insolvency or bankruptcy filing of Guarantor. 
  
 24.    Events of Default 
  
 The
term “Event of Default” as used herein shall mean the occurrence or happening, at any time and from time to time, of any one or more of the following: 
  
 (a)    if any regularly scheduled monthly payment of principal or interest due on the Debt, or if any required deposit into any of the Accounts, is not
paid prior to the fifth (5th) day after the date such payment is due or if the entire Debt is not paid on or before the Maturity Date; 
  
 (b)    if any other monetary sum (other than as specified in Section 24(a) and Section 24(c)) is not paid prior to the fifth (5th) day following written notice from Beneficiary to Grantor that such sum is
due; 
  
 (c)    subject to Grantor’s right to contest as provided herein, if any of the
Taxes or Other Charges are not paid when due and payable; 
  
 (d)    if the Policies are not kept
in full force and effect, or if the Policies are not delivered to Beneficiary upon request; 
  
 (e)    if Grantor transfers or encumbers any portion of the Property in a manner inconsistent with the terms of this Deed of Trust; 
  
 (f)    if any representation or warranty of Grantor, or of Guarantor, made herein, in any Loan Document, any guaranty, or in any certificate, report,
financial statement 

 
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 or other instrument or document furnished to Beneficiary shall have been false or misleading in any material respect when made; 

 
 (g)    if Grantor or Guarantor shall make an assignment for the benefit of creditors, or if Grantor shall
generally not be paying its debts as they become due; 
  
 (h)    if a receiver, liquidator or
trustee of Grantor or of Guarantor shall be appointed, or if Grantor or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, shall be filed by or against, consented to, or acquiesced in by, Grantor or Guarantor or if any proceeding for the dissolution or liquidation of Grantor or of Guarantor shall be instituted; provided, however, that
such appointment, adjudication, petition or proceeding, if involuntary and not consented to by Grantor or Guarantor, shall constitute an Event of Default only if not being discharged, stayed or dismissed within ninety (90) days; 

 
 (i)    if Grantor shall be in default under any other mortgage or security agreement covering any part of
the Property, whether it be superior or junior in lien to this Deed of Trust; 
  
 (j)    subject
to Grantor’s right to contest as provided herein, if the Property becomes subject to any mechanic’s, materialman’s, water, sewer, vault or other lien or encumbrance except a lien or encumbrance for local real estate taxes and
assessments not then due and payable; 
  
 (k)    if Grantor fails to cure promptly any violations
of laws, ordinances or regulations affecting the Property or pertaining to its use or operation; 
  
 (l)    except as permitted in this Deed of Trust, the actual or threatened alteration, improvement, demolition or removal of any of the Improvements without the prior written consent of Beneficiary; 

 
 (m)    if there shall occur any damage to the Property in any manner which is not covered by insurance
solely as a result of Grantor’s failure to maintain insurance required in accordance with this Deed of Trust; 
  
 (n)    if without Beneficiary’s prior written consent: (i) the manager under the Management Agreement (or any succeeding management agreement) resigns or is removed and is not replaced with a manager approved
in writing by Beneficiary within thirty (30) days; or (ii) there is any material change in or termination of the Management Agreement (or any succeeding management agreement); 
  
 (o)    [Intentionally Omitted]; 

 
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 (p)    if a default by Grantor has occurred and continues
beyond any applicable cure period under the Management Agreement or the Management Agreement is subject to termination or cancellation for any reason; 
  
 (q)    [Intentionally Omitted]; 
  
 (r)    if Grantor operates the Property under the name of any hotel chain or system other than “Residence Inn by Marriott”; 
  
 (s)    if Grantor or Guarantor shall be in default beyond any applicable notice and cure period under any term, covenant, or condition of this Deed of
Trust or any of the other Loan Documents; 
  
 (t)    if Grantor ceases to operate a hotel on the
Property or terminates such business for any reason whatsoever (other than temporary cessation in connection with any renovations to the Property or restoration of the Property after casualty or condemnation); or 
  
 (u)    if for more than thirty (30) days after receipt of written notice from Beneficiary, Grantor shall continue to
be in default under any term, covenant, or condition of this Deed of Trust, the Lease Assignment or any of the other Loan Documents other than as specified in any of subsections of this Section; provided, however, that if the cure of
any such default cannot reasonably be effected within such thirty (30) day period and Grantor shall have promptly and diligently commenced to cure such default within such thirty (30) day period, then the period to cure shall be deemed extended for
up to an additional sixty (60) days (for a total of ninety (90) days from Beneficiary’s default notice) so long as Grantor diligently and continuously proceeds to cure such default to Beneficiary’s satisfaction. 
  
 25.    Late Payment Charge: Servicing Fees 
  
 If any portion of the Debt is not paid prior to the fifth (5th) day after the date such payment is due or if the entire Debt is not paid on or before the Maturity Date,
Grantor shall pay to Beneficiary upon demand an amount equal to the lesser of: (i) the maximum amount permitted by applicable law, and (ii) five percent (5%) of such overdue portion of the Debt, to defray the expense incurred by Beneficiary in
handling and processing such delinquent payment and to compensate Beneficiary for the loss of the use of such delinquent payment, and such amount shall be secured by this Deed of Trust and the other Loan Documents. 
  
 26.    Right to Cure Defaults 
  
 Upon the occurrence of any Event of Default or if Grantor fails to make any payment or to do any act as herein provided, Beneficiary may, but without any obligation to


 
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 do so and without notice to or demand on Grantor and without releasing Grantor from any obligation hereunder, take such action as Beneficiary
may deem necessary to protect its security for the Loan. Beneficiary is authorized to enter upon the Property for such purposes or to appear in, defend, or bring any action or proceeding to protect its interest in the Property or to foreclose this
Deed of Trust or collect the Debt, and the cost and expense thereof (including Beneficiary’s attorneys’ fees to the extent permitted by law), with interest at the Default Rate for the period after notice from Beneficiary that such cost or
expense was incurred to the date of payment to Beneficiary, shall constitute a portion of the Debt, shall be secured by this Deed of Trust and the other Loan Documents and shall be due and payable to Beneficiary upon demand. 
  
 27.    Remedies 
  
 (a)    Upon the occurrence of any Event of Default or if Grantor fails to make any payment or to do any action as herein provided, Beneficiary may take such action or direct Trustee
to take such action, without any obligation to do so and notice or demand, except for any notice which may not be waived pursuant to applicable law or which is expressly provided for herein, and without releasing Grantor from any obligation
hereunder, as Beneficiary deems advisable to protect and enforce its rights against Grantor and in and to the Property including, without limitation, the following actions, each of which may be pursued concurrently or otherwise, at such time and in
such order as Beneficiary may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies of Beneficiary; 
  
 (i)    declare the entire Debt to be immediately due and payable; 
  
 (ii)    institute or cause Trustee to institute judicial proceedings or nonjudicial proceedings, by notice and advertisement to the
extent required by law, for the complete foreclosure of this Deed of Trust in which case the Property or any interest therein may be sold for cash, upon credit or otherwise in one or more parcels or in several interests or portions and in any order
or manner; 
  
 (iii)    sell or cause Trustee to sell for cash, upon credit or
otherwise the Property or any part thereof and all estate, claim, demand, right, title and interest of Grantor therein and rights of redemption thereof, pursuant to the power of sale contained herein or otherwise, at one or more sales, as an entity
or in parcels, at such time and place, upon such terms and after such notice thereof as may be required or permitted by law; 
  
 (iv)    institute an action, suit or proceeding in equity for the specific performance of any covenant, condition or agreement contained herein, in the Note or in the other Loan
Documents; 

 
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 (v)    recover judgment on the Note either
before, during or after any proceedings for the enforcement of this Deed of Trust or the other Loan Documents; 
  
 (vi)    apply for the appointment of a trustee, receiver, liquidator or conservator of the Property, without notice and without regard for the adequacy of the security for the Debt and without regard for the
solvency of Grantor, Guarantor or of any person, firm or other entity liable for the payment of the Debt; 
  
 (vii)    revoke the license granted to Grantor to collect the Profits and other sums due under the Leases and enforce Beneficiary’s interest in the Leases and Profits and enter into or upon the Property,
either personally or by its agents, nominees or attorneys and dispossess Grantor and its agents and servants therefrom, and thereupon Beneficiary or Trustee may to the maximum extent permitted, or not restricted, under applicable law: (A) use,
operate, manage, control, insure, maintain, repair, restore and otherwise deal with all and every part of the Property and conduct the business thereat; (B) complete any construction on the Property in such manner and form as Beneficiary deems
advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Property; (D) exercise all rights and powers of Grantor with respect to the Property, whether in the name of Grantor or otherwise including, without
limitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Profits, earnings, revenues, and other income of the Property and every part thereof; and (E) apply the receipts
from the Property to the payment of the Debt, after deducting therefrom all expenses (including Beneficiary’s or Trustee’s, as applicable, attorneys’ fees) incurred in connection with the aforesaid operations and all amounts necessary
to pay the taxes, assessments insurance and other charges in connection with the Property, as well as just and reasonable compensation for the services of Beneficiary or Trustee, as applicable, its counsel, agents and employees; 

 
 (viii)    require Grantor to pay monthly in advance to Beneficiary, Trustee or any receiver
appointed to collect the Profits, the fair and reasonable rental value for the use and occupancy of any portion of the Property occupied by Grantor and require Grantor to vacate and surrender possession of the Property to Beneficiary, Trustee or to
such receiver and, in default thereof, evict Grantor by summary proceedings or otherwise; 
  
 (ix)    pursue such other rights and remedies as may be available at law or in equity or under the Uniform Commercial Code, including the right to establish a lock box for all Profits and other receivables of
Grantor relating to the Property; 

 
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 (x)    exercise any and all rights afforded
to Beneficiary under that certain Subordination, Non-Disturbance and Attornment Agreement by and between Beneficiary, Grantor and Manager, including, without limitation, the right, to cause Manager to pay any and all sums due and owing to Grantor
directly to Beneficiary. 
  
 In the event of a sale, by foreclosure or otherwise, of less than all of the Property, this Deed of Trust shall
continue as a lien on the remaining portion of the Property. 
  
 (b)    The proceeds of any sale
made under or by virtue of this Section, together with any other sums which then may be held by Beneficiary under this Deed of Trust or the other Loan Documents, whether under the provisions of this Section or otherwise, shall be applied by
Beneficiary to the payment of the Debt in such priority and proportion as Beneficiary in its sole discretion shall deem proper. 
  
 (c)    Trustee may adjourn from time to time any sale by it to be made under or by virtue of this Deed of Trust by announcement at the time and place appointed for such sale or for such adjourned sale or sales;
and, except as otherwise provided by any applicable provision of law, Beneficiary, without further notice or publication, may make such sale at the time and place to which such sale shall be so adjourned. 
  
 (d)    Upon the completion of any sale or sales pursuant hereto, Trustee or an officer of any court empowered to do
so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring all estate, right, title and interest in and to the property and rights
sold. Trustee is hereby irrevocably appointed the true and lawful attorney-in-fact of Grantor, to act in its name and stead (such power of attorney being coupled with an interest, and irrevocable), to make all necessary conveyances, assignments,
transfers and deliveries of the Property and rights so sold and for that purpose Trustee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons with like power, Grantor hereby ratifying
and confirming all that its attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any sale or sales made under or by virtue of this Section, whether made under the power of sale herein granted or under or by virtue of
judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of Grantor in and to the properties and rights so
sold, and shall be a perpetual bar both at law and in equity against Grantor and against any and all persons claiming or who may claim the same, or any part thereof from, through or under Grantor. 
  
 (e)    Upon any sale made under or by virtue of this Section, whether made under the power of sale herein granted or
under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, Beneficiary may bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase
 

 
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price by crediting upon the Debt the net sales price after deducting therefrom the expenses of the sale and costs of the action and any other sums which Beneficiary is authorized to deduct under
this Deed of Trust. 
  
 (f)    No recovery of any judgment by Beneficiary and no levy of an
execution under any judgment upon the Property or upon any other property of Grantor shall affect in any manner or to any extent the lien of this Deed of Trust upon the Property or any part thereof, or any liens, rights, powers or remedies of
Beneficiary hereunder, but such liens, rights, powers and remedies of Beneficiary shall continue unimpaired as before. 
  
 (g)    Beneficiary may terminate or rescind any proceeding or other action brought in connection with its exercise of the remedies provided in this Section at any time before the conclusion thereof, as determined
in Beneficiary’s sole discretion and without prejudice to Beneficiary. 
  
 (h)    Beneficiary may resort to any remedies and the security given by the Note, this Deed of Trust or the other Loan Documents in whole or in part, and in such portions and in such order as determined by
Beneficiary’s sole discretion. No such action shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by the Note, this Deed of Trust or the other Loan Documents. The failure of Beneficiary to exercise
any right, remedy or option provided in the Note, this Deed of Trust or the other Loan Documents shall not be deemed a waiver of such right, remedy or option or of any covenant or obligation secured by the Note, this Deed of Trust or the other Loan
Documents. No acceptance by Beneficiary of any payment after the occurrence of any Event of Default and no payment by Beneficiary of any obligation for which Grantor is liable hereunder shall be deemed to waive or cure any Event of Default with
respect to Grantor, or Grantor’s liability to pay such obligation. No sale of all or any portion of the Property, no forbearance on the part of Beneficiary, and no extension of time for the payment of the whole or any portion of the Debt or any
other indulgence given by Beneficiary to Grantor, shall operate to release or in any manner affect the interest of Beneficiary in the remaining Property or the liability of Grantor to pay the Debt. No waiver by Beneficiary shall be effective unless
it is in writing and then only to the extent specifically stated. 
  
 (i)    The interests and
rights of Beneficiary under the Note, this Deed of Trust or the other Loan Documents shall not be impaired by any indulgence, including: (i) any renewal, extension or modification which Beneficiary may grant with respect to any of the Debt; (ii) any
surrender, compromise, release, renewal, extension, exchange or substitution which Beneficiary may grant with respect to the Property or any portion thereof; or (iii) any release or indulgence granted to any maker, endorser, guarantor or surety of
any of the Debt. 

 
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 (j)    Grantor hereby expressly waives and releases to the
fullest extent permitted by law, the pleading of any statute of limitations as a defense to payment of the Debt or performance of its obligations under any of the Loan Documents. 
  
 28.    Right of Entry 
  
 Beneficiary and its agents shall have the right to enter and inspect the Property during normal business hours upon reasonable notice. 
  
 29.    Security Agreement 
  
 This
Deed of Trust is a “security agreement” within the meaning of the Uniform Commercial Code. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Grantor in
the Property. By executing and delivering this Deed of Trust, Grantor has granted and thereby grants to Beneficiary, as security for the Debt, a security interest in the Property to the full extent that the Property may be subject to the Uniform
Commercial Code (such portion of the Property so subject to the Uniform Commercial Code being called in this Section the “Collateral”). Grantor hereby agrees with Beneficiary to execute and deliver to Beneficiary, in form and
substance satisfactory to Beneficiary, such financing statements and such further assurances as Beneficiary may from time to time reasonably consider necessary to create, perfect or preserve Beneficiary’s security interest therein granted. This
Deed of Trust shall also be effective as a financing statement covering any other property and may be filed in any other appropriate filing or recording office. This Deed of Trust shall also constitute a “fixture filing” for the purposes
of the Uniform Commercial Code. All or part of the Property are or are to become fixtures. If an Event of Default shall occur, Beneficiary, in addition to any other rights and remedies which it may have, shall have and may exercise immediately and
without demand, any and all rights and remedies granted to a secured party upon default under the Uniform Commercial Code including, without limitation, the right to take possession of the Collateral or any part thereof, and to take such other
measures as Beneficiary may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Beneficiary, Grantor shall at its expense assemble the Collateral and make it available to Beneficiary at the Land.
Grantor shall pay to Beneficiary on demand any and all expenses, including Beneficiary’s attorneys’ fees, incurred or paid by Beneficiary in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to
the Collateral. Any notice of sale, disposition or other intended action by Beneficiary with respect to the Collateral sent to Grantor in accordance with the provisions hereof at least five (5) days prior to such action, shall constitute
commercially reasonable notice to Grantor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Beneficiary to the payment of the Debt in such priority and proportions as Beneficiary in its discretion shall deem
proper. In the event of any change in name, identity or structure of any Grantor, such Grantor shall notify Beneficiary thereof and promptly after request shall execute, file and
 

 
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record such Uniform Commercial Code forms as are necessary to maintain the priority of Beneficiary’s lien upon and security interest in the Collateral, and shall pay all expenses and fees in
connection with the filing and recording thereof. If Beneficiary shall require the filing or recording of additional Uniform Commercial Code forms or continuation statements. Grantor shall, promptly after request, execute, file and record such
Uniform Commercial Code forms or continuation statements as Beneficiary shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording thereof, it being understood and agreed, however, that no such additional
documents shall increase Grantor’s obligations under the Note, this Deed of Trust and the other Loan Documents. Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, coupled with an interest, to file with the appropriate
public office on its behalf any financing or other statements signed only by Beneficiary, as secured party, in connection with the Collateral covered by this Deed of Trust. 
  
 30.    Actions and Proceedings 
  
 Beneficiary has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Grantor, which
Beneficiary, in its discretion, decides should be brought to protect its interest in the Property. Beneficiary shall, at its option, be subrogated to the lien of any mortgage or other security instrument discharged in whole or in part by the Debt,
and any such subrogation rights shall constitute additional security for the payment of the Debt. 
  
 31.    Waiver of Setoff and Counterclaim 
  
 All amounts due under
this Deed of Trust, the Note and the other Loan Documents shall be payable without setoff, counterclaim or any deduction whatsoever. Grantor hereby waives the right to assert a counterclaim (other than compulsory counterclaims) in any action or
proceeding brought against it by Beneficiary, or arising out of or in any way connected with this Deed of Trust, the Note, any of the other Loan Documents, or the Debt. 
  
 32.    Contest of Certain Claims 
  
 Notwithstanding the provisions of Sections 5 and 24(c) and (j) hereof, Grantor shall not be in default for failure to pay or discharge Taxes, Other Charges or a mechanic’s or materialman’s
lien asserted against the Property if, and so long as: (a) Grantor shall have notified Beneficiary of such nonpayment and the reasons therefor within five (5) days of obtaining knowledge thereof; (b) Grantor shall diligently and in good faith
contest such Taxes, Other Charges or lien by appropriate legal proceedings which shall operate to prevent the enforcement or collection thereof and the sale of the Property or any part thereof, in satisfaction thereof; (c) Grantor shall have
furnished to Beneficiary a cash deposit, or an indemnity bond satisfactory to Beneficiary with a surety satisfactory to Beneficiary, in the
 

 
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amount of the Taxes, other Charges or mechanic’s or materialman’s lien claim, plus a reasonable additional sum to pay all costs, interest and penalties that may be imposed or incurred
in connection therewith, to assure payment of the matters under contest and to prevent any sale or forfeiture of the Property or any part thereof; (d) Grantor shall promptly upon final determination thereof pay the amount of any such Taxes, Other
Charges or claim so determined, together with all costs, interest and penalties which may be payable in connection therewith; and (e) the failure to pay the Taxes, Other Charges or mechanic’s or materialman’s lien claim does not constitute
a default under any other deed of trust, mortgage or security interest covering or affecting any part of the Property. Notwithstanding the foregoing, Grantor shall immediately upon request of Beneficiary pay (and if Grantor shall fail so to do,
Beneficiary may, but shall not be required to, pay or cause to be discharged or bonded against) any such Taxes, Other Charges or claim notwithstanding such contest, if in the opinion of Beneficiary, the Property or any part thereof or interest
therein may be in danger of being sold, forfeited, foreclosed, terminated, canceled or lost. Beneficiary may pay over any such cash deposit or part thereof to the claimant entitled thereto at any time when, in the judgment of Beneficiary, the
entitlement of such claimant is established. 
  
 33.    Recovery of Sums Required to Be
Paid 
  
 Beneficiary shall have the right from time to time to take action to recover any sum or sums which
constitute a part of the Debt as they become due, without regard to whether or not the balance of the Debt shall be due, and without prejudice to the right of Beneficiary thereafter to bring an action of foreclosure, or any other action, for a
default or defaults by Grantor existing at the time such earlier action was commenced. 
  
 34.    Marshaling and Other Matters 
  
 Grantor hereby waives, to
the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and redemption laws now or hereafter in force, and all rights of marshaling in the event of any sale hereunder of the Property or any part
thereof or any interest therein. Further, Grantor hereby expressly waives any and all rights of redemption from sale under any order or decree of foreclosure of this Deed of Trust on behalf of Grantor, and on behalf of each and every person
acquiring any interest in or title to the Property subsequent to the date of this Deed of Trust and on behalf of all persons to the extent permitted by applicable law. 
  
 35.    Hazardous Substances 
  
 Grantor hereby represents and warrants to Beneficiary that, to the best of Grantor’s knowledge, after due inquiry and investigation, except as set forth in the Phase I Environmental I Site Assessment dated October 25,
2000 prepared by URS\Dames & Moore (the “Phase I”): (a) the Property is not in direct or indirect violation of any local, state, federal
 

 
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or other governmental authority, statute, ordinance, code, order, decree, law, rule or regulation or common law pertaining to or imposing liability or standards of conduct concerning the
protection of human health, environmental regulation, contamination or clean-up including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Resource Conservation and Recovery Act, as
amended, and any state super-lien and environmental clean-up statutes (collectively, “Environmental Laws”); (b) the Property is not subject to any private or governmental lien or judicial or administrative notice or action relating
to hazardous and/or toxic, dangerous and/or regulated substances, solvents, wastes, materials, pollutants or contaminants, petroleum, tremolite, anthlophylie or actinolite or polychlorinated biphenyls (including, without limitation, any raw
materials which include hazardous constituents) and any other substances, materials or solvents which are included under or regulated by Environmental Laws, including, without limitation, Asbestos (collectively, “Hazardous
Substances”); (c) no Hazardous Substances are or have been, prior to Grantor’s acquisition of the Property, discharged, generated, treated, disposed of or stored on, incorporated in or removed or transported from the Property other
than in compliance with all Environmental Laws; and (d) no underground storage tanks exist on any of the Property. So long as Grantor owns or is in possession of the Property, Grantor shall keep or cause the Property to be kept free from Hazardous
Substances (other than de minimis quantities of Hazardous Substances that are necessary and lawfully used in the operation of the Property as a hotel or motel and which are stored and disposed of in compliance with all Environmental Laws) and
in compliance with all Environmental Laws, shall promptly notify Beneficiary if Grantor shall become aware of any Hazardous Substances on the Property and/or if Grantor shall become aware that the Property is in direct or indirect violation of any
Environmental Laws and Grantor shall remove such Hazardous Substances and/or cure such violations, as applicable, as required by law, promptly after Grantor becomes aware of such Hazardous Substances or such violations, at Grantor’s sole
expense. Nothing herein shall prevent Grantor from recovering such expenses from any other party that may be liable for such removal or cure. Upon Beneficiary’s request, at any time and from time to time while this Deed of Trust is in effect
(but in no event more frequently than once in any three-year period or more frequently if specific facts and circumstances reasonably dictate, or otherwise at Beneficiary’s election but at Beneficiary’s expense), Grantor shall provide at
Grantor’s sole expense, an inspection or audit of the Property prepared by a licensed hydrogeologist or licensed environmental engineer approved by Beneficiary indicating the presence or absence of Hazardous Substances on the Property. If
Grantor fails to provide such inspection or audit within thirty (30) days after such request, Beneficiary may order such inspection or audit, and Grantor hereby grants to Beneficiary and its employees and agents access to the Property and a license
to undertake such inspection or audit. The cost of such inspection or audit shall be paid by Grantor and added to the principal balance of the sums due under the Note and this Deed of Trust and shall bear interest thereafter until paid at the
Default Rate. The obligations and liabilities of Grantor under this Section shall survive any termination, satisfaction, or assignment of this Deed of Trust and the exercise by Beneficiary of any of its rights or
 

 
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remedies thereunder including, without limitation, the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure. 
  

36.    Asbestos 
  
 (a)    Grantor represents and warrants that, except as set forth in the Phase I, to Grantor’s best knowledge, after due inquiry and investigation, no asbestos or any substance containing asbestos
(collectively, “Asbestos”) is located on the Property. Grantor shall not install in the Property, nor knowingly permit to be installed in the Property, Asbestos and shall remove any Asbestos promptly upon discovery to the
satisfaction of Beneficiary, at Grantor’s sole expense. Upon Beneficiary’s request, at any time and from time to time, Grantor shall provide, at Grantor’s sole expense, an inspection or audit of the Property prepared by an engineering
or consulting firm approved by Beneficiary, indicating the presence or absence of Asbestos on the Property. If Grantor fails to provide such inspection or audit within thirty (30) days after such request, Beneficiary may order such inspection or
audit (but not more than once per calendar year). The cost of such inspection or audit shall be paid by Grantor and added to the principal balance of the sums due under the Note and this Deed of Trust, and shall bear interest thereafter until paid
at the Default Rate. The obligations and liabilities of Grantor under this Section shall survive any termination, satisfaction, or assignment of this Deed of Trust and the exercise by Beneficiary of any of its rights or remedies thereunder,
including, but not limited to, the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure. 
  
 (b)    Grantor shall, subject to Beneficiary’s reasonable approval, develop an operations and maintenance plan for the Property with respect to the presence of Asbestos in the Improvements (the
“O&M Plan”). Grantor shall comply in all respects with the terms and conditions of the O&M Plan. Unless required by Environmental Laws, Grantor shall not modify or amend the O&M Plan without Beneficiary’s prior
written consent. 
  
 (c)    Grantor shall not remove, disturb, encapsulate or otherwise remediate
the Asbestos in the Improvements except in compliance with the O&M Plan and all Environmental Laws. If Grantor makes any alterations or modifications to the Improvements that would disturb or expose any Asbestos in the Improvements or cause any
of such Asbestos to become friable, Grantor shall remove or encapsulate such Asbestos in compliance with all applicable Environmental Laws before allowing occupancy of such space or opening such space to the public. 
  
 37.    Environmental Monitoring 
  
 Grantor shall give prompt written notice to Beneficiary of: (a) any proceeding or inquiry by any party with respect to the presence of any Hazardous Substance on, under,
from or about the Property; (b) all claims made or threatened by any third party against
 

 
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Grantor or the Property relating to any loss or injury resulting from any Hazardous Substance: and (c) Grantor’s discovery of any occurrence or condition on any real property adjoining or in
the vicinity of the Property that could cause the Property to be subject to any investigation or cleanup pursuant to any Environmental Law. Grantor shall permit Beneficiary to join and participate, as a party if it so elects, in any legal
proceedings or actions initiated with respect to the Property in connection with any Environmental Law or Hazardous Substance, and Grantor shall pay all attorneys’ fees incurred by Beneficiary in connection therewith. In the event that any
environmental site assessment report prepared for the Property recommends that an operations and maintenance plan be implemented for Asbestos or any Hazardous Substance, Grantor shall cause such operations and maintenance plan to be prepared and
implemented at Grantor’s expense upon request of Beneficiary and in accordance with the recommendation. In the event that any inspection, assessment, investigation, site monitoring, containment, cleanup, removal, restoration, corrective action
or other work of any kind to prevent, cure or mitigate any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, including, without limitation,
the movement of Hazardous Substances through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata, or which is reasonably necessary or desirable under an applicable Environmental Law (“Remedial Work”)
is recommended, Grantor shall, at its sole cost and expense, commence and thereafter diligently prosecute to completion all such Remedial Work within thirty (30) days after written demand by Beneficiary for performance thereof (or such shorter
period of time as may be required under applicable law). 
  
 38.    Management of the
Property 
  
 Grantor further covenants and agrees with Beneficiary as follows: 
  
 (a)    Grantor shall cause the hotel located on the Property to be operated pursuant to the Management Agreement.

  
 (b)    Grantor shall: 
  
 (i)    pay all sums required to be paid by Grantor under the Management Agreement and promptly perform and/or observe all of the
covenants and agreements required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; 
  

(ii)    promptly notify Beneficiary in writing of any default under the Management Agreement of which it is aware and provide
Beneficiary with copies of any notices delivered in connection therewith; 

 
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 (iii)    promptly deliver to Beneficiary a
copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Management Agreement; 
  
 (iv)    promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed
by the manager under the Management Agreement; 
  
 (v)    assign to Beneficiary
any right it may have to modify the Management Agreement; 
  
 (vi)    grant
Beneficiary the right, but Beneficiary shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Grantor
to be performed or observed to be promptly performed or observed on behalf of Grantor, to the end that the rights of Grantor in, to and under the Management Agreement shall be kept unimpaired and free from default; 
  
 (vii)    use its reasonable efforts to obtain, from time to time, from the Manager such certificates
of estoppel with respect to compliance by Grantor with the terms of the Management Agreement as may be requested by Beneficiary; 
  
 (viii)    exercise each individual option, if any, to extend or renew the term of the Management Agreement upon demand by Beneficiary made at any time within one year of the last
day upon which any such option may be exercised, and Grantor hereby expressly authorizes and appoints Beneficiary its attorney-in-fact to exercise any such option in the name of and upon behalf of Grantor, which power of attorney shall be
irrevocable and shall be deemed to be coupled with an interest; and 
  
 (ix)    promptly notify Beneficiary in writing and provide Beneficiary with copies of any notices delivered to Grantor, including, without limitation, any notice of violation of any laws, regulations, or
ordinances or other notice from any governmental or quasi-governmental authority, or any notice of default under the Leases, the Management Agreement or any other document or agreement relating to the Property, which contain information that, if
true, might materially adversely affect the value, use or operation of the Property. 
  
 (c)    Grantor shall not, without Beneficiary’s prior written consent: (i) surrender, terminate or cancel the Management Agreement; (ii) reduce or consent to the reduction of the term of the Management
Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under
 

 
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the Management Agreement in any material respect; or (v) operate the Property under the name of any hotel chain or system other than “Residence Inn by Marriott”, except as expressly
provided in the remainder of this Section. 
  
 (d)    Grantor shall not, without
Beneficiary’s prior written consent, enter into transactions with any affiliate including, without limitation, any arrangement providing for the management of the hotel on the Property, the rendering or receipt of services or the purchase or
sale of inventory, except any such transaction in the ordinary course of business of Grantor if the monetary or business consideration arising therefrom would be substantially as advantageous to Grantor as the monetary or business consideration
which would obtain in a comparable transaction with a person not an affiliate of Grantor. 
  
 (e)    Grantor shall observe and perform each and every term to be observed or performed by Grantor pursuant to the terms of any agreements to which Grantor now is or hereafter becomes a party involving, relating
to or otherwise concerning the sale of food and beverages (including, without limitation, alcoholic beverages) at the Property. Additionally, Grantor shall: 
  
 (i)    diligently proceed to cure any default and satisfy any demand made upon it pursuant to any such agreement; 

 
 (ii)    promptly notify Beneficiary in writing of any default under any such agreement and
provide Beneficiary with copies of any notices delivered in connection therewith; 
  
 (iii)    promptly enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by any other party under any such agreements; and 
  
 (iv)    grant Beneficiary the right, but Beneficiary shall be under no obligation, to pay any sums and
to perform any act or take any action as may be appropriate to cause all the terms, covenants and conditions of any such agreement on the part of Grantor to be performed or observed to be promptly performed or observed on behalf of Grantor, to the
end that the rights of Grantor in, to and under any such agreement shall be kept unimpaired and free from default. 
  
 39.    Handicapped Access 
  
 (a)    Grantor
agrees that the Property shall at all times strictly comply to the extent applicable with the requirements of the Americans with Disabilities Act of 1990, all state and local laws and ordinances related to handicapped access and all rules,
regulations, and orders issued pursuant thereto including, without limitation, the Americans with 

 
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Disabilities Act Accessibility Guidelines for Buildings and Facilities (collectively, “Access Laws”). 
  
 (b)    Notwithstanding any provisions set forth herein or in any other document regarding Beneficiary’s approval of alterations of the Property,
Grantor shall not alter the Property in any manner which would increase Grantor’s responsibilities for compliance with the applicable Access Laws without the prior written approval of Beneficiary. The foregoing shall apply to tenant
improvements constructed by Grantor or by any of its tenants. Beneficiary may condition any such approval upon receipt of a certificate of Access Law compliance from an architect, engineer or other person acceptable to Beneficiary. 

 
 (c)    Grantor agrees to give prompt written notice to Beneficiary of the receipt by Grantor of any
complaints related to violation of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws. 
  
 (d)    Grantor agrees to indemnify Beneficiary for any or all loss, cost, liability, judgment, claim, damage or expense sustained, suffered or incurred
by Beneficiary (including, without limitation, Beneficiary’s reasonable attorneys’ fees) arising out of or attributable or relating to any claims or lawsuits brought under any Access Laws. 
  
 40.    ERISA 
  
 (a)    Grantor covenants and agrees that it shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by
Beneficiary of any of its rights under the Note, this Deed of Trust, and the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of
1974 (or any successor legislation thereto), as amended (“ERISA”). 
  
 (b)    Grantor further covenants and agrees to deliver to Beneficiary such certifications or other evidence from time to time throughout the term of this Deed of Trust, as requested by Beneficiary in its sole
discretion, that: (i) Grantor is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Grantor is not
subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) one or more of the following circumstances is true: 
  
 (A)    Equity interests in Grantor are publicly offered securities, within the meaning of 29 C.F.R. § 2510.3-101(b)(2);


 
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 (B)    Less than twenty-five percent (25%) of
each outstanding class of equity interests in Grantor are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-10l(f)(2); or 
  
 (C)    Grantor qualifies as an “operating company” or a “real estate operating company” within the meaning of 29
C.F.R. § 2510.3-101(c) or (e) or an investment company registered under The Investment Company Act of 1940. 
  
 41.    Indemnification 
  
 In addition to any other
indemnifications provided herein, in the Lease Assignment or in the other Loan Documents, Grantor and Guarantor shall protect, defend, indemnify and save harmless Beneficiary from and against all liabilities, obligations, claims, demands, damages,
penalties, causes of action, losses, fines, costs and expenses (including, without limitation, out-of-pocket attorneys’ fees and expenses), imposed upon or incurred by or asserted against Beneficiary by reason of: (a) ownership, administration,
repayment, or enforcement of the Loan, any consent, approval or waiver related thereto, or in any way related to this Deed of Trust, the Property or any interest therein or receipt of any Profits; (b) any accident, injury to or death of persons or
loss of or damage to property occurring in, on or about the Property or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (c) any-use, nonuse or condition in, on or about the
Property or any part thereof or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (d) any failure on the part of Grantor or Guarantor to perform or comply with any of the terms of this Deed of Trust; (e)
performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof; (f) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened
release of any Hazardous Substance or Asbestos on, from, or affecting the Property or any other property; (g) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance
or Asbestos; (h) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance or Asbestos; (i) any violation of the Environmental Laws, which are based upon or in any way related to such Hazardous
Substance or Asbestos including, without limitation, the costs and expenses of any remedial action, out-of-pocket attorneys’ and consultants’ fees, investigation and laboratory fees, court costs, and litigation expenses; (j) any failure of
the Property to comply with any Access Laws; (k) any representation or warranty made in the Note, this Deed of Trust or the other Loan Documents being false or misleading in any respect as of the date such representation or warranty was made; (1)
any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof under any legal requirement or any liability asserted against
Beneficiary with respect thereto; (m) the claims of any lessee of all or any portion of the Property or any person acting through or under any lessee or otherwise arising under or as a consequence of any
 

 
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Lease; and (n) claims of any persons arising under or as a consequence of the Operating Agreements. Any amounts payable to Beneficiary by reason of the application of this Section shall be
immediately due and payable, shall be secured by this Deed of Trust and shall bear interest at the Default Rate from the date loss or damage is sustained by Beneficiary until paid. The obligations and liabilities of Grantor and Guarantor under this
Section shall survive any termination, satisfaction or assignment of this Deed of Trust or the entry of a judgment of foreclosure, sale of the Property by nonjudicial foreclosure sale, or delivery of a conveyance in lieu of foreclosure, but shall
continue to be subject to the limitations on recourse set forth in Section 42 below, to the extent applicable, which shall also survive. 
  
 42.    Recourse and Indemnification 
  
 (a)    Subject to the qualifications set forth in Section 9 of the Note and the qualifications set forth in the Guaranty, the terms and provisions of which are hereby incorporated by reference, neither Grantor nor
Guarantor shall be personally liable either at law or in equity for the repayment of the Debt or the failure of performance of any other terms or provisions contained in the Deed of Trust or the other Loan Documents and Beneficiary will satisfy any
judgments, orders or decrees on account of the failure to repay such Debt and/or the failure to perform any such obligation, from the Property and any other real or personal property, tangible or intangible, as Grantor, Guarantor or any other entity
shall have pledged or assigned to secure the Note by any of the Loan Documents, except that Beneficiary may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Beneficiary to enforce
and realize upon the Note, the Deed of Trust, the other Loan Documents, and the interests in the Property and any other collateral given to Beneficiary pursuant to the Deed of Trust and the other Loan Documents; provided, however, that, except as
specifically provided in this Section, any judgment in any such action or proceeding shall be enforceable against Grantor only to the extent of Grantor’s interest in the Property and in any other collateral given to Beneficiary. Beneficiary, by
accepting the Note, the Deed of Trust and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Grantor in any such action or proceeding, under, by reason of or in connection with the Deed of
Trust, the other Loan Documents or the Note. The provisions of this Section shall not, however: (i) constitute a waiver, release or impairment of any obligation evidenced or secured by the Deed of Trust or the other Loan Documents or the Note; (ii)
impair the right of Beneficiary to name Grantor as a party defendant in any action or suit for foreclosure and sale under the Deed of Trust; (iii) affect the validity or enforceability of any guaranty or indemnity made in connection with the Deed of
Trust or the other Loan Documents; (iv) impair the right of Beneficiary to obtain the appointment of a receiver; (v) impair the right of Beneficiary to bring suit with respect to fraud or misrepresentation by Grantor or any other person or entity in
connection with the Deed of Trust or the other Loan Documents; (vi) affect the validity or enforceability of the Loan Documents; or (vii) affect the ability or right of Beneficiary to sue any Guarantor for those matters addressed in the Guaranty
and/or to sue Grantor for any of those matters addressed in Section 9 of the Note. 

 
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 (b)    Nothing herein shall be deemed to be a waiver of any
right which Beneficiary may have under Section 506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured by the Deed of Trust or to require that all collateral shall continue
to secure all of the debt owing to Beneficiary in accordance with the Note, the Deed of Trust and the other Loan Documents. 
  
 43.    Notice 
  
 Any notice, demand, statement, request or consent
made hereunder shall be in writing and shall be deemed given on the next business day if sent by Federal Express or other reputable overnight courier and designated for next business day delivery, or on the third (3rd) day following the day such
notice is deposited with the United States postal service first class certified mail, return receipt requested, at the addresses set forth below, of the party to whom such notice is to be given, or to such other address or additional party as
Grantor, Guarantor or Beneficiary, as the case may be, shall in like manner designate in writing: 
  
 
	 Grantor:
 	  	 Redinn Hotel, L.P.
 
	  	  	 c/o Western International
 
	  	  	 One Spurling Place, Suite 114
 
	  	  	 12850 Spurling Road
 
	  	  	 Dallas, Texas 75230-1258
 
	  	  	 Attn: Thomas Master
 
	  	  	  
	 With a copy to:
 	  	 Andrews & Kurth L.L.P.
 
	  	  	 1717 Main Street, Suite 3700
 
	  	  	 Dallas, Texas 75201
 
	  	  	 Attn: Farley G. Houston, Esq.
 
	  	  	  
	 Beneficiary:
 	  	 GMAC Commercial Mortgage Corporation
 
	  	  	 200 Witmer Road, P.O. Box 809
 
	  	  	 Horsham, Pennsylvania 19044
 
	  	  	 Attn: Servicing—Executive Vice President
 
	  	  	  
	 With a copy to:
 	  	 Katten Muchin Zavis
 
	  	  	 1025 Thomas Jefferson Street, N.W.
 
	  	  	 Washington, D.C. 20007-5201
 
	  	  	 Fax No.: (202) 298-7570
 
	  	  	 Attn.: Rori Malech, Esq.
 

 

 
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 44.    Authority 
  
 Grantor represents and warrants that: (a) it has full power, authority and right to execute, deliver and perform its obligations pursuant
to this Deed of Trust, give, grant, bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, hypothecate and assign the Property pursuant to the terms hereof and to keep and observe all of the terms of this Deed of Trust on Grantor’s
part to be performed; and (b) Grantor is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and the related Treasury Department regulations, including temporary regulations.
Beneficiary represents and warrants that it has full power, authority and right to execute, deliver and perform its obligations pursuant to this Deed of Trust. 
  
 45.    Waiver of Notice 
  
 Neither
Grantor nor Guarantor shall be entitled to any notices of any nature whatsoever from Beneficiary except with respect to matters for which this Deed of Trust specifically and expressly provides for the giving of notice by Beneficiary to Grantor or
Guarantor and except with respect to matters for which Beneficiary is required by applicable law to give notice, and Grantor and Guarantor each hereby expressly waives the right to receive any notice from Beneficiary with respect to any matter for
which this Deed of Trust does not specifically and expressly provide for the giving of notice by Beneficiary to Grantor or Guarantor, including, without limitation, notice of default, notice of intention to accelerate sums under the Loan Documents
and notice of acceleration of sums under the Loan Documents. All notices required hereunder must be in writing, delivered by certified mail (return receipt requested), personal delivery or overnight delivery. 
  
 46.    Remedies of Grantor 
  
 In the event that a claim or adjudication is made that Beneficiary has acted unreasonably or has unreasonably delayed acting in any case where by law or under the Note,
this Deed of Trust or the other Loan Documents, it has an obligation to act reasonably or promptly, Beneficiary shall not be liable for any monetary damages, and Grantor’s and Guarantor’s remedies shall be limited to injunctive relief or
declaratory judgment. 
  
 47.    Sole Discretion of Beneficiary 

 
 Wherever pursuant to this Deed of Trust Beneficiary exercises any right given to it to approve or disapprove, or any
arrangement or term is to be satisfactory to Beneficiary, the decision of Beneficiary to approve or disapprove or to decide that arrangements or terms are satisfactory or not satisfactory shall be in the discretion of Beneficiary and shall be final
and conclusive, except as may be otherwise expressly and specifically provided herein. 

 
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 48.    Non-Waiver 
  
 The failure of Beneficiary to insist upon strict performance of any term hereof shall not be deemed to be a waiver of any term of this
Deed of Trust. Grantor shall not be relieved of Grantor’s obligations hereunder by reason of: (a) the failure of Beneficiary to comply with any request of Grantor or Guarantor to take any action to foreclose this Deed of Trust or otherwise to
enforce any of the provisions hereof or of the Note or the other Loan Documents; (b) the release, regardless of consideration, of the whole or any part of the Property, or of any person liable for the Debt or any portion thereof; or (c) any
agreement or stipulation by Beneficiary extending the time of payment or otherwise modifying or supplementing the terms of the Note, this Deed of Trust or the other Loan Documents. Beneficiary may resort for the payment of the Debt to any other
security held by Beneficiary in such order and manner as Beneficiary, in its discretion, may elect. Beneficiary may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof without prejudice to the right of
Beneficiary thereafter to foreclosure this Deed of Trust. The rights and remedies of Beneficiary under this Deed of Trust shall be separate, distinct and cumulative and none shall be given effect to the exclusion of the others. No act of Beneficiary
shall be construed as an election to proceed under any one provision herein to the exclusion of any other provision. Beneficiary shall not be limited exclusively to the rights and remedies herein stated but shall be entitled to every right and
remedy now or hereafter afforded at law or in equity. 
  
 49.    No Oral Change

  
 This Deed of Trust, and any provisions hereof, may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of Grantor or Beneficiary, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change,
discharge or termination is sought. 
  
 50.    Liability 
  
 If Grantor or Guarantor consists of more than one person, the obligations and liabilities of each such person hereunder and of each of
Grantor and Guarantor shall be joint and several. Subject to the provisions hereof requiring Beneficiary’s consent to any transfer of the Property, this Deed of Trust shall be binding upon and inure to the benefit of Grantor, Guarantor and
Beneficiary and their respective successors and assigns forever. 

 
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 51.    Inapplicable Provisions 

 
 If any term, covenant or condition of this Deed of Trust is held to be invalid, illegal or unenforceable in any respect, this
Deed of Trust shall be construed without such provision. 
  
 52.    Section Headings

  
 The headings and captions of the various Sections of this Deed of Trust are for convenience of reference only
and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 
  
 53.    Counterparts 
  
 This Deed of Trust may be executed in any
number of counterparts and each such duplicate original shall be deemed to be an original. 
  
 54.    Certain Definitions 
  
 Unless the context clearly indicates
a contrary intent or unless otherwise specifically provided herein, words used in this Deed of Trust may be used interchangeably in singular or plural form and the word “Grantor” shall mean “each Grantor or any part thereof or any
interest therein”, the word “Beneficiary” shall mean “Beneficiary, its successors and assigns, and any subsequent holder of the Note”, the word “Debt” shall mean “the Note and any other evidence of
indebtedness secured by this Deed of Trust”, the word “person” shall include an individual, corporation, partnership, trust, unincorporated association, government, governmental authority and any other entity, and the words
“Property” shall include any portion of the Property and any interest therein and the words “attorneys’ fees” shall include any and all attorneys’ fees, paralegal and law clerk fees including, without limitation, fees
at the pretrial, trial and appellate levels incurred or paid by Beneficiary in protecting its interest in the Property and Collateral and enforcing its rights hereunder. Whenever the context may require, any pronouns used herein shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 
  
 55.    Assignments 
  
 Beneficiary shall have the right to
assign or transfer its rights under this Deed of Trust without limitation. Any assignee or transferee shall be entitled to all the benefits afforded Beneficiary under this Deed of Trust. Neither Grantor nor Guarantor shall, without the prior written
consent of Beneficiary, which consent may be withheld in Beneficiary’s sole discretion, assign or transfer its rights under this Deed of Trust or any of the Loan Documents. 

 
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 56.    SUBMISSION TO JURISDICTION 

 
 GRANTOR AND GUARANTOR EACH HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY STATE OF WASHINGTON OR FEDERAL COURT SITTING
IN KING COUNTY, STATE OF WASHINGTON OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS DEED OF TRUST. GRANTOR AND GUARANTOR EACH MAY, AT ITS SOLE DISCRETION, ELECT THE STATE OF WASHINGTON, OR THE UNITED STATES OF AMERICA FEDERAL
DISTRICT COURT HAVING JURISDICTION OVER THE STATE OF WASHINGTON AS THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING GRANTOR AND GUARANTOR EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE TO SUCH VENUE AS BEING AN INCONVENIENT FORUM. 
  
 57.    Agent for Receipt of
Process 
  
 Grantor hereby irrevocably appoints Thomas J. Mastor, having an address at 12850 Spurling Road,
#114, Dallas, Texas 75230 as its authorized agent to accept and acknowledge, on behalf of Grantor, service of any and all process which may be served in any suit, action or proceeding of the nature referred to in Section 57 hereof in any State or
Federal court within the State of Washington. If such agent shall cease so to act, Grantor shall irrevocably designate and appoint without delay another such agent satisfactory to Beneficiary, and shall promptly deliver to Beneficiary written
evidence of such other agent’s acceptance of such appointment. 
  
 58.    Service of
Process 
  
 To the extent permitted by applicable law, process in any suit, action or proceeding of the
nature referred to in Section 57 hereof may be served: (a) by registered or certified mail, postage prepaid, to Grantor or Guarantor, as applicable, at the address set forth above or to such other address of which Grantor or Guarantor, as
applicable, shall have given Beneficiary written notice; or (b) if Grantor or Guarantor, as applicable, shall not have made an appearance within twenty-one (21) days after service in accordance with clause (a) of this Section, by hand delivery to
the agent identified in Section 57 hereof, or such successor agent as shall have been identified in accordance with Section 57 hereof. Nothing in this Section shall affect the Beneficiary’s right to serve process in any manner permitted by law,
or limit Beneficiary’s right to bring proceedings against Grantor or Guarantor in the courts of any other jurisdiction. 

 
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 59.    WAIVER OF JURY TRIAL 

 
 GRANTOR, HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO
TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GRANTOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BENEFICIARY IS HEREBY AUTHORIZED TO FILE A COPY OF
THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GRANTOR. 
  
 60.    Homestead 
  
 Grantor hereby waives and renounces all
homestead and exemption rights provided by the constitution and the laws of the United States and of any state, in and to the Property as against the collection of the Debt, or any part thereof. 
  

61.    CHOICE OF LAW 
  
 THIS DEED OF TRUST SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED, AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF SUCH JURISDICTION. 
  
 62.    Time of Essence 

 
 Time is of the essence of this Deed of Trust and of each and every term, covenant and condition herein. 

 
 63.    Survival 
  
 All covenants, representations and warranties made herein shall survive the making of the Loan and the delivery of the Note and other Loan Documents. 

 
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 64.    No Third-Party Beneficiary Rights Created

  
 The parties hereto expressly declare that it is their joint and mutual intention that this Deed of Trust and
the transactions contemplated hereby shall not be construed as creating a third party beneficiary contract, and neither this Deed of Trust nor any of the other Loan Documents shall be construed as giving or conferring any rights or benefits
whatsoever to or upon any other persons or entities other than Grantor, Guarantor and Beneficiary. 
  
 65.    Discharge 
  
 If all indebtedness secured hereby is promptly
paid when due and all other provisions hereof are faithfully performed, the conveyance of the Property shall be null and void, otherwise to remain in full force and effect. 
  
 66.    Maintaining Priority of Deed of Trust 
  
 Grantor shall, at its expense, cause the recordation of this Deed of Trust and of any other instrument evidencing or securing the Note wherever such recording would or might be required in order to
protect the first lien and priority of this Deed of Trust or such instrument against the claims of third parties. Grantor hereby covenants and agrees at all times, at its sole expense, take such other action and execute and record such other
instruments as may be necessary or desirable to preserve and protect the first lien and priority of this Deed of Trust and all other instruments evidencing or securing the Note. 
  
 67.    Trustee 
  
 (a)    Beneficiary shall have the irrevocable power, to be exercised at any time and from time to time hereafter with or without cause, to substitute a trustee in place of the Trustee herein named, by an
instrument in writing duly executed, acknowledged, and recorded among the land records of the jurisdiction where the Property is located and, when such instrument is so recorded, all the estate of the Trustee thus superseded shall terminate and all
the right, title, and interest of such Trustee hereunder shall be vested in the trustee named as successor, and such successor trustee shall have the same powers, rights, and duties which the Trustee so superseded had under this Deed of Trust. The
exercise of this right to appoint a successor trustee, no matter how often exercised, shall not be deemed an exhaustion of said right. Beneficiary shall have the right to name one or more entities as a successor trustee hereunder. 

 
 (b)    Trustee, by acceptance hereof, covenants faithfully to perform and fulfill the trusts herein
created, being liable, however, only for gross negligence or intentional misconduct, and hereby waives any statutory fee. 

 
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 (c)    Trustee may resign at any time upon giving ten (10)
days’ notice in writing to Grantor and to Beneficiary. 
  
 (d)    Beneficiary hereby
ratifies and confirms any and all acts which the herein-named Trustee, or its successor in this trust, shall do lawfully by virtue hereof. Grantor hereby agrees, on behalf of itself and of its heirs, executors, administrators and assigns, that the
recitals contained in any deed or deeds executed in due form by Trustee or substitute trustee, acting under the provisions of this instrument, shall be prima facie evidence of the facts recited, and that it shall not be necessary to prove in any
court, otherwise than by such recitals, the existence of any facts essential to authorize the executed and delivery of such deed or deeds and the passing of title thereby. 
  
 (e)    Trustee shall not be required to see that this Deed of Trust is recorded, nor be liable for its validity or its priority as a first deed of
trust, or otherwise, nor shall Trustee be answerable or responsible for performance or observance of the covenants and agreement imposed upon Grantor or Beneficiary by this Deed of Trust or any other agreement. Trustee, as well as Beneficiary, shall
have authority in its discretion to employ agents and attorneys in the execution of this Deed of Trust and to protect the interest of Beneficiary hereunder, and to the extent permitted by law it shall be compensated and all expenses relating to the
employment of such agents and/or attorneys, including expenses of litigation, shall be paid out of the proceeds of the sale of the Property conveyed hereby should a sale be had, but if no such sale be had, all sums by all remedies at law or in
equity by which the indebtedness hereby secured may be recovered. 
  
 (f)    Grantor shall pay
all costs, fees, commissions and expenses of the Trustee, its agent and counsel, in connection with the performance of its duties hereunder. 
  
 (g)    If Trustee constitutes more than one individual, either may act independently. 
  
 68.    Defeasance 
  
 (a)    At any time after the date which is four (4) years from the date hereof and before the Optional Prepayment Date or Maturity Date (as such term is defined in the Note), Grantor may obtain the release of the
Property from the lien of this Deed of Trust upon the satisfaction of the following conditions precedent: 
  
 (i)    not less than thirty (30) days prior written notice to Beneficiary specifying a regularly scheduled payment date (the “Release Date”) on which the Defeasance Deposit (hereinafter defined)
is to be made; 

 
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 (ii)    the payment to Beneficiary of
interest accrued and unpaid on the principal balance of the Note to and including the Release Date; 
  
 (iii)    the payment to Beneficiary of all other sums, not including scheduled interest or principal payments, due under the Note, this Deed of Trust, the Lease Assignment, and the other Loan Documents;

  
 (iv)    the payment to Beneficiary of the Defeasance Deposit; and

  
 (v)    the delivery to Beneficiary of: 
  
 (A)    a security agreement, in form and substance satisfactory to Beneficiary, creating a first
priority lien on the Defeasance Deposit and the U.S. Obligations (hereinafter defined) purchased on behalf of Grantor with the Defeasance Deposit in accordance with this provision of this section (the “Security Agreement”);

  
 (B)    a release of the Property from the lien of this Deed of Trust (for
execution by Beneficiary) in a form appropriate for the jurisdiction in which the Property is located; 
  
 (C)    an officer’s certificate of Grantor certifying that the requirements set forth in this subparagraph (a) have been satisfied; 
  
 (D)    an opinion of counsel for Grantor in form satisfactory to Beneficiary stating, among other things, that Beneficiary has a
perfected first priority security interest in the Defeasance Deposit and the U.S. Obligations purchased by Beneficiary on behalf of Grantor; 
  
 (E)    evidence in writing from the applicable Rating Agencies to the effect that such release will not result in a re-qualification, reduction or withdrawal of any rating in effect
immediately prior to such defeasance for any securities issued in connection with a Secondary Market Transaction; and 
  
 (F)    such other certificates, documents or instruments as Beneficiary may reasonably request. 
  
 In connection with the conditions set forth in subparagraph (a)(v) above, Grantor hereby appoints Beneficiary as its agent and attorney-in-fact for the purpose of using the Defeasance Deposit to purchase U.S. Obligations which
provide payments on or prior to, but as close as possible to, all successive scheduled payment dates after the Release Date upon which interest and principal payments are required under the Note (assuming that the Grantor were to prepay the Note in
full on the Optional Prepayment Date) and in amounts equal to the scheduled
 

 
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payments due on such dates under the Note (the “Scheduled Defeasance Payments”). Grantor, pursuant to the Security Agreement or other appropriate document, shall authorize and
direct that the payments received from the U.S. Obligations may be made directly to Beneficiary and applied to satisfy the obligations of the Grantor under the Note. 
  
 (b)    Upon compliance with the requirements of this section, the Property shall be released from the lien of this Deed of Trust and the pledged U.S.
Obligations shall be the sole source of collateral securing the Note. Any portion of the Defeasance Deposit in excess of the amount necessary to purchase the U.S. Obligations required by subparagraph (a) above and satisfy the Mortgagor’s
obligations under this section shall be remitted to the Grantor with the release of the Property from the lien of this Deed of Trust. In connection with such release, GMAC Commercial Mortgage Corporation (“GMACCM”) shall establish
or designate a successor entity (the “Successor Grantor”) and Grantor shall transfer and assign all obligations, rights and duties under and to the Note together with the pledged U.S. Obligations to such Successor Grantor. The
obligation of GMACCM to establish or designate a Successor Grantor shall be retained by GMACCM notwithstanding the sale or transfer of this Deed of Trust unless such obligation is specifically assumed by the transferee. Such Successor Grantor shall
assume the obligations under the Note and the Security Agreement and Grantor shall be relieved of its obligations thereunder. The Grantor shall pay $1,000.00 to any such Successor Grantor as consideration for assuming the obligations under the Note
and the Security Agreement. Notwithstanding anything in this Deed of Trust to the contrary, no other assumption fee shall be payable upon a transfer of the Note in accordance with this section, but Grantor shall pay all costs and expenses incurred
by Beneficiary, including Mortgagee’s attorneys’ fees and expenses, incurred in connection with this section. 
  
 (c)    For purposes of this section, the following terms shall have the following meanings: 
  
 (i)    The term “Defeasance Deposit” shall mean an amount equal to the remaining principal amount of the Note, the Defeasance Yield Premium, any costs and expenses
incurred or to be incurred in the purchase of U.S. Obligations necessary to meet the Scheduled Defeasance Payments and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or
otherwise required to accomplish the agreements of this Section 68; 
  
 (ii)    The term “Defeasance Yield Premium” shall mean the amount (if any) which, when added to the remaining principal amount of the Note, will be sufficient to purchase U.S. Obligations providing the
required Scheduled Defeasance Payments; and 
  
 (iii)    The term “U.S.
Obligations” shall mean direct non-callable obligations of the United States of America. 

 
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 69.    Lockbox Account Agreement 

 
 Commencing on June 1, 2010 Grantor hereby covenants and agrees to enter into one or more clearing and deposit agreements
acceptable to Beneficiary between Grantor, Beneficiary and one or more certain financial institutions (together with any modification, amendment, substitution or replacement thereof, hereinafter collectively referred to as the “Lockbox
Account Agreement”) in the Mortgagee’s then current form which shall provide, among other things, that all Profits and other sums collected from, or arising with respect to, the Property be deposited in the deposit account established
in connection with such Lockbox Account Agreement and that such amounts shall be disbursed in accordance with paragraph l(d) of the Note. The Grantor shall pay all costs and expenses required under the Lockbox Account Agreement. Upon the occurrence
of an Event of Default, Beneficiary may apply any sums then held pursuant to the Lockbox Account Agreement to the payment of the Debt in any order in its sole discretion. Until expended or applied, amounts held pursuant to the Lockbox Account
Agreement shall constitute additional security for the Debt. The Lockbox Account Agreement when and if executed shall be a “Loan Document” for all purposes under the Note, this Deed of Trust and the other Loan Documents. 

 
 70.    Washington Trustee Provisions. 
  

In case of the resignation of the Trustee, or the inability (through death or otherwise), refusal or failure of the Trustee to act, or at the option of Beneficiary or
the holder(s) of the Debt for any other reason (which reason need not be stated), a substitute Trustee may be named, constituted and appointed by Beneficiary or the holder(s) of the Debt, without other formality than an appointment and designation
in writing, which appointment and designation shall be full evidence of the right and authority to make the same and of all facts therein recited, and this conveyance shall vest in the substitute Trustee the title, power and duties herein conferred
on the Trustee originally named herein, and the conveyance by the substitute Trustee to the purchaser(s) at any sale of the Property or any part thereof shall be equally valid and effective. The right to appoint a substitute Trustee shall exist as
often and whenever from any of said causes, the Trustee, original or substitute, resigns or cannot, will not or does not act, or Beneficiary or the holder(s) of the Debt desires to appoint a new Trustee. No bond shall ever be required of the
Trustee, original or substitute. The recitals in any conveyance made by the Trustee, original or substitute, shall be accepted and construed in court and elsewhere as prima facie evidence and proof of the facts recited, and no other proof shall be
required as to the request by Beneficiary or the holder(s) of the Debt to the Trustee to enforce this Trust, or as to the notice of or holding of the sale, or as to any particulars thereof, or as to the resignation of the Trustee, original or
substitute, to act, or as to the election of Beneficiary or the holder(s) of the Debt to appoint a new Trustee, or as to appointment of a substitute Trustee, and all prerequisites of said sale shall be presumed to have been performed; each sale made
under the powers herein granted shall be a perpetual bar against Grantor and the heirs, personal representatives, successors and assigns of Grantor. Trustee, original or 

 
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 substitute, is hereby authorized and empowered to appoint any one or more persons as attorney-in-fact to act as Trustee under him and in his
name, place and stead in order to take any actions that Trustee is authorized and empowered to do hereunder, such appointment to be evidenced by an instrument signed and acknowledged by said Trustee, original or substitute; and all acts done by said
attorney-in-fact shall be valid, lawful and binding as if done by said Trustee, original or substitute, in person. 
  
 71.    Washington Power of Sale Provision. 
  
 The power of sale
conferred by this Deed of Trust and by the Deed of Trust Act of the State of Washington is not an exclusive remedy; Beneficiary may cause this Deed of Trust to be foreclosed as a mortgage. 
  
 72.    Entire Agreement. 
  
 The Loan Documents to which Grantor is a party constitute the entire understanding and agreement between Grantor and Beneficiary with respect to the transactions arising in connection with the Indebtedness and supersede all
prior written or oral understandings and agreements between Grantor and Beneficiary with respect to the matters addressed in such Loan Documents. Grantor hereby acknowledges that, except as incorporated in writing in the Loan Documents to which
Grantor is a party, there are not, and were not, and no persons are or were authorized by Beneficiary to make, any representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in such
Loan Documents. 
  
 THE WRITTEN LOAN DOCUMENTS TO WHICH GRANTOR IS A PARTY REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 
  
 THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES. 
  
 ORAL
AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. 
  
 [SIGNATURE APPEARS ON FOLLOWING PAGE] 

 
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 IN WITNESS WHEREOF, Grantor has executed and delivered this Deed of Trust,
Assignment of Leases and Profits, Security Agreement and Fixture Filing under seal as of the day and year first above written. 
  
 
	  	 	 GRANTOR:
 
	 
	  	 	 REDINN HOTEL, L.P., a Texas limited partnership
 
	 
	  	 	 By:
 	 	 Redinn Associates, L.L.C., a Texas limited liability company, its sole general partner
 
	  	 	  	 	  
	 
	 (SEAL)
 	 	  	 	 By:
 	 	 /s/    THOMAS J. MASTOR        
 

	  	 	  	 	 Name:
 	 	 Thomas J. Mastor
 

	  	 	  	 	 Title:
 	 	 Vice President
 


 

 
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 Before me, Carol Coker, on this day personally appeared Thomas J. Mastor, known
to me to be the person whose name is subscribed to the foregoing instrument, and known to me to be the managing member of REDINN ASSOCIATES, L.L.C., a Texas limited liability company, sole general partner of REDINN HOTEL, L.P., a Texas limited
partnership, and acknowledged to me that he/she executed said instrument for the purposes and consideration therein expressed, and as the act of said limited liability company as general partner of said limited partnership, on behalf of said limited
liability company and said limited partnership. Given under my hand and seal of office this 22 day of November, 2000. 
  
 
	 
	 Dated:
 	 	 11-22-00
 
	 	  	 	 /s/    CAROL COKER        
 

	  	 	  	 	  	 	 [Notary Signature]
 
	  	 	  	 	  	 	  
	  	 	  	 	  	 	 Carol Coker
 

	  	 	  	 	  	 	 [Type or Print Name of Notary]
 
	  	 	  	 	  	 	  
	  	 	  	 	  	 	 NOTARY PUBLIC for the State of Texas, residing at Dallas, TX.
 
	  	 	  	 	  	 	 My appointment expires 5-5-2003.
 
	  	 	  	 	  	 	  
	  	 	  	 	  	 	 (SEAL)
 

 

 
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 EXHIBIT A 
  
 Legal Description of Property 

 
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 Legal Description 
  
 Parcel A: 
  
 Parcel 2A of Redmond Town Center, a binding site plan, as per plat
recorded in Volume 176 of plats, Pages 56 through 67, Records of King County; 
  
 Situate in the City of Redmond, County of King, State of
Washington 
  
 Parcel B: 
  
 As easement for ingress and egress as established in Instrument recorded under Recording No. 9802273175 

 
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 EXHIBIT B 
  
 Schedule of Contracts Affecting the Property 
  

	1.
	 
	Agreement for Complete Elevator Equipment Protection  
 

 (2) Dover Passenger Elevators 
  

	2.
	 
	Sound Elevator Company  
 

 24 Hour Callback
Service 
  

	3.
	 
	Fibercare, Inc.—2000 Service Agreement  
 

 Cleaning of Carpet/Furniture/Draperies 
  

	4.
	 
	Ecolab  
 

 Pest Elimination Services
Agreement 
  

	5.
	 
	Camden Gardens  
 

 Landscape Maintenance
Agreement 
  

	6.
	 
	Camden Gardens  
 

 Horticultural &
Design Agreement 
  

	7.
	 
	Fire Chief Equipment  
 

 Fire Suppression
and Detection 
  

	8.
	 
	Management By and Between Residence Inn by Marriott, Inc.  
 

 and Redinn Hotel, L.P. dated January 28, 1998 

 
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