EX10.3 RLVentureLLC-AmendedandRestatedOperatingAgreement


Exhibit 10.4


FINAL














































AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT


OF


RL VENTURE LLC








THE INTERESTS ACQUIRED PURSUANT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE BEEN REGISTERED UNDER SAID ACT OR UNLESS REGISTRATION UNDER SAID ACT IS NOT REQUIRED. THERE ARE SUBSTANTIAL RESTRICTIONS ON TRANSFER CONTAINED IN THIS AGREEMENT.




















AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF


RL VENTURE LLC


TABLE OF CONTENTS


Page


		
	1.
	DEFINITIONS    1


		
	1.1
	Act    2


		
	1.2
	Additional Capital    2


		
	1.3
	Additional Capital Contribution Notice    2


		
	1.4
	Additional Capital Contribution    2


		
	1.5
	Adjusted Capital Account Deficit    2


		
	1.6
	Affiliates    2


		
	1.7
	Agreement    2


		
	1.8
	Applicable Law    2


		
	1.9
	Approved Budget    2


		
	1.10
	Approved Business Plan    2


		
	1.11
	Approved by the Board, Approval of the Board, Consent of the Board,


Etc.3
		
	1.12
	Arbitration Notice    3


		
	1.13
	Arbitration Proceeding    3


		
	1.14
	Bankruptcy    3


		
	1.15
	Board    3


		
	1.16
	Budget    3


		
	1.17
	Business Day    3


		
	1.18
	Business Plan    3


		
	1.19
	Buy/Sell    4


		
	1.20
	Buy-Sell Lockout Date    4


		
	1.21
	Buy-Sell Lockout Period    4


		
	1.22
	Buy/Sell Notice    4


		
	1.23
	Buying Member    4


		
	1.24
	Capital Account    4


		
	1.25
	Capital Contribution    4


		
	1.26
	Cash Reserves    4


		
	1.27
	Certificate of Formation    4


		
	1.28
	Closing    4


		
	1.29
	Code    5


		
	1.30
	Company    5


		
	1.31
	Company Minimum Gain    5


		
	1.32
	Company Acceptance Period    5


		
	1.33
	Company Removal Event    5


		
	1.34
	Competitive Set    5


		
	1.35
	Contribution Agreement    5


		
	1.36
	Contribution Date    5


		
	1.37
	Contribution Default    5


		
	1.38
	Contribution Funding    5


		
	1.39
	Control or control    5


		
	1.40
	CS    5




		
	1.41
	CS Loan    5


		
	1.42
	Cumulative Income Tax Liability    5


		
	1.43
	Delinquent Member    6


		
	1.44
	Depreciation    6


		
	1.45
	Director    7


		
	1.46
	Dissolution Event    7


		
	1.47
	Distributable Cash    7


		
	1.48
	Distribution    7


		
	1.49
	Effective Date    7


		
	1.50
	Election Date    7


		
	1.51
	Exchange    7


		
	1.52
	FF&E    7


		
	1.53
	Final Distribution    7


		
	1.54
	Fiscal Year    7


		
	1.55
	Former Member    8


		
	1.56
	Reserved    8


		
	1.57
	Reserved    8


		
	1.58
	Gross Asset Value    8


		
	1.59
	Holdco    9


		
	1.60
	including    9


		
	1.61
	Indemnitee    9


		
	1.62
	Initial Arbitrator    9


		
	1.63
	Initial Capital    9


		
	1.64
	Initiating Member    9


		
	1.65
	Major Decision    9


		
	1.66
	Majority In Interest of the Members    9


		
	1.67
	Management Company    9


		
	1.68
	Management Contract    9


		
	1.69
	Managing Member    9


		
	1.70
	Material Contract    9


		
	1.71
	Member    10


		
	1.72
	Member Interest    10


		
	1.73
	Member Interest Purchase Agreement    10


		
	1.74
	Member Nonrecourse Deductions    10


		
	1.75
	Net Operating Income    10


		
	1.76
	Net Profits and Net Losses    10


		
	1.77
	New Hotel Equity ROFO    11


		
	1.78
	New Hotel Equity ROFO Period    11


		
	1.79
	Non-Delinquent Member    11


		
	1.80
	Nonrecourse Deductions    11


		
	1.81
	OFAC List    11


		
	1.82
	Offer    12


		
	1.83
	Operating Period    12


		
	1.84
	Original Operating Agreement    12


		
	1.85
	Other Member    12


		
	1.86
	Owner    12




		
	1.87
	Partially Adjusted Capital Account    12


		
	1.88
	Participation Percentage    12


		
	1.89
	Percentage Adjustment    12


		
	1.90
	Performance Test    12


		
	1.91
	Person    12


		
	1.92
	Professional Independent Director    12


		
	1.93
	Properties; Property    13


		
	1.94
	Purchase Price    13


		
	1.95
	Qualified Arbitrator    13


		
	1.96
	Receiving Member    13


		
	1.97
	Receiving Member Notice    13


		
	1.98
	Regulations    13


		
	1.99
	Removal Date    13


		
	1.100
	Removal Notice    13


		
	1.101
	Removing Member    13


		
	1.102
	Remaining Member    13


		
	1.103
	RevPAR    13


		
	1.104
	RLH Management    13


		
	1.105
	RLH Member    13


		
	1.106
	“RLHC Senior Management”    13


		
	1.107
	ROFO Initiating Member    14


		
	1.108
	ROFO Non-Initiating Member    14


		
	1.109
	ROFO Offer    14


		
	1.110
	ROFO Offered Interests    14


		
	1.111
	ROFO Response Period    14


		
	1.112
	ROFO Sale Notice    14


		
	1.113
	ROFO Sale Notice    14


		
	1.114
	Second Arbitrator    14


		
	1.115
	Second Arbitrator Notice    14


		
	1.116
	Selling Member    14


		
	1.117
	Shelbourne Capital    14


		
	1.118
	Shelbourne Member    14


		
	1.119
	Special Director    14


		
	1.120
	Successor    14


		
	1.121
	Target Capital Account    14


		
	1.122
	Target Final Balance    15


		
	1.123
	Tax Authority    15


		
	1.124
	Tax Distribution    15


		
	1.125
	Tax Matters Partner    15


		
	1.126
	Tax Payment Loan    15


		
	1.127
	Testing Period    15


		
	1.128
	Third Arbitrator    15


		
	1.129
	Total Price    15


		
	1.130
	Termination Event    15


		
	1.131
	Termination Event Notice    15


		
	1.132
	Transfer    15




		
	1.133
	Transfer Offer    15


		
	1.134
	Transfer Sale Period    15


		
	1.135
	Unresolved Deadlock    15


		
	1.136
	Unreturned Capital Contributions Account    16


		
	1.137
	Withholding Tax Act    16


		
	2.
	FORMATION OF LIMITED LIABILITY COMPANY    16


		
	3.
	NAME AND PLACE OF BUSINESS    16


		
	3.1
	Name    16


		
	3.2
	Principal Place of Business    16


		
	4.
	PURPOSE    16


		
	5.
	TERM OF COMPANY; RECORDINGS; AGENT FOR SERVICE OF


PROCESS16
		
	5.1
	Term    16


		
	5.2
	Qualification    16


		
	5.3
	Agent for Service of Process    16


		
	6.
	CAPITAL CONTRIBUTIONS AND LOANS    17


		
	6.1
	Initial Capital Contributions    17


		
	6.2
	Additional Capital Contributions or Loans    17


		
	6.3
	Required Additional Capital Contributions    17


		
	6.4
	Failure to Contribute Additional Capital    17


		
	6.5
	Interest on Capital Contributions    19


		
	6.6
	Return of Capital Contributions    19


		
	6.7
	Loans By a Member    19


		
	6.8
	Withholding    19


		
	6.9
	Intentionally Omitted    20


		
	6.10
	Capital Accounts    20


		
	7.
	ALLOCATIONS    21


		
	7.1
	Allocation of Net Profits and Net Losses    21


		
	7.2
	Special / Regulatory Allocation    21


		
	7.3
	Curative Allocations    23


		
	7.4
	Tax Allocations    23


		
	7.5
	Allocation in Event of Transfer    24


		
	7.6
	Allocation of Tax Credits    24


		
	7.7
	Allocations of Tax Items    24


		
	8.
	DISTRIBUTIONS AND FEES    24


		
	8.1
	Distribution of Distributable Cash    24


		
	8.2
	To Whom Distributions Are Made    25


		
	8.3
	Tax Distributions    25




		
	8.4
	Withholding Obligations    25


		
	8.5
	Fees    26


		
	8.6
	Right of Setoff    26


		
	8.7
	Right of First Offer on Equity Capital for Additional Hotels    27


		
	8.8
	Termination Fees.    28


		
	9.
	MANAGEMENT    29


		
	9.1
	General Management    29


		
	9.2
	Powers of the Board; Major Decisions    30


		
	9.3
	Resignation or Removal of the Managing Member    36


		
	9.4
	RLH Member Listing    38


		
	9.5
	Special Rules for Owners    39


		
	9.6
	Deadlocks; Buy/Sell    39


		
	9.7
	Conflict of Interest    41


		
	9.8
	Member Approval    41


		
	9.9
	Execution of Documents    42


		
	9.10
	Liability/Indemnification    42


		
	9.11
	Compensation of the Directors and the Managing Member    43


		
	9.12
	No Withdrawal of Members    43


		
	9.13
	Umbrella Insurance To Be Maintained by RLH Member    43


		
	10.
	RESTRICTIONS ON TRANSFER; NEW MEMBERS    43


		
	10.1
	Limitations on Transfers    43


		
	10.2
	Excluded Transfers    44


		
	10.3
	Right of First Offer for Member Interests    44


		
	10.4
	Title    45


		
	10.5
	No Dissolution    45


		
	10.6
	New Members    45


		
	11.
	PURCHASE OF MEMBER’S INTEREST UPON BANKRUPTCY OF A


MEMBER45
		
	11.1
	Rights to Purchase Upon Bankruptcy of a Member    45


		
	11.2
	Right to Purchase Former Member’s Member Interest by Company and/or


Other Member45
		
	11.3
	Purchase Price    46


		
	11.4
	Payment of Purchase Price    46


		
	11.5
	Closing of Purchase of Former Member’s Interest    46


		
	12.
	DISSOLUTION AND WINDING UP OF THE COMPANY    47


		
	12.1
	Dissolution of Company    47


		
	12.2
	Winding Up of the Company    47


		
	12.3
	Right To Receive Property    47


		
	12.4
	Target Final Balance    47


		
	13.
	BOOKS AND RECORDS; EXPENSES    48




		
	13.1
	Books of Account    48


		
	13.2
	Accounting and Reports    48


		
	13.3
	Banking    48


		
	13.4
	Accountants    48


		
	13.5
	Expenses of Company    48


		
	14.
	ADJUSTMENT OF BASIS ELECTION    49


		
	15.
	WAIVER OF ACTION FOR PARTITION    49


		
	16.
	AMENDMENTS    49


		
	17.
	EQUITABLE RELIEF    49


		
	18.
	NOTICES    49


		
	19.
	LEGAL REPRESENTATION    49


		
	20.
	ATTORNEYS’ FEES    50


		
	21.
	INDEPENDENT ACTIVITIES OF MEMBERS    50


		
	22.
	INVESTMENT REPRESENTATIONS OF THE MEMBERS    50


		
	22.1
	Risks of Investment    50


		
	22.2
	Income Tax Matters    50


		
	22.3
	Securities Matters    50


		
	23.
	SPECIAL OFAC PROVISIONS; OTHER SPECIAL PROVISIONS.    51


		
	23.1
	No Illegal Activity as Source of Funds    51


		
	23.2
	Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws      51


		
	23.3
	Requirements of Law    52


		
	23.4
	Special Investment Company Provisions    52


		
	23.5
	Representations Regarding ERISA    52


		
	24.
	DISPUTES – ARBITRATION    52


		
	24.1
	Arbitration    52


		
	25.
	MISCELLANEOUS    53


		
	25.1
	Applicable Law    53


		
	25.2
	Severability    53


		
	25.3
	Further Assurances    53


		
	25.4
	Successors and Assigns    54


		
	25.5
	Number and Gender    54


		
	25.6
	Entire Agreement; Amendments    54


		
	25.7
	Waiver    54


		
	25.8
	Counterparts    54


		
	25.9
	Interpretation    54




		
	25.10
	Parties in Interest    54


		
	25.11
	No Authority    55








Exhibits:


A - List of Members (names and addresses), Participation Percentages and Capital Contributions as of the Effective Date
B -  Initial Directors
C -  List of the Properties


Schedule 9.2.7  Competitive Sets for the Properties


AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
RL VENTURE LLC






THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT OF RL VENTURE LLC (this “Agreement”) is made and entered into as of January 16, 2015 (the “Effective Date”), by and between the persons and/or entities listed on Exhibit A (such persons and/or entities listed on Exhibit A shall be referred to collectively as the “Members” and individually as a “Member”).


Background


A.On September 4, 2014, the RLH Member caused to be filed a Certificate of Formation for RL Venture LLC (the “Company”), a limited liability company formed under the laws of the State of Delaware, which was subsequently amended to effect a name change.


B.As sole member of the Company, the RLH Member executed a Limited Liability Company Agreement dated as of October 17, 2014 (the “Original Operating Agreement”) for the Company.


C.During the period commencing with the formation of the Company through the date immediately preceding the Effective Date, the Company has at all times been disregarded as separate from the RLH Member solely for federal and applicable state and local income tax purposes.


C.Simultaneously with the execution of this Agreement, the RLH Member sold forty-five percent (45%) of its Member Interest to the Shelbourne Member pursuant to that certain Member Interest Purchase Agreement dated as of even date herewith and as amended (the “Member Interest Purchase Agreement”), in a transaction the federal income tax
consequences of which are governed by Revenue Ruling 99-5, 1999-1 CB  434, Situation 1.


D.The Members now desire to enter into this Agreement, inter alia, to reflect the admission of the Shelbourne Member as a Member and to amend and restate the Original Operating Agreement in its entirety as provided herein.


NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other valuable consideration, the parties agree as follows:


1.DEFINITIONS. When used in this Agreement, the following terms shall have the meanings set forth below:




1.1    Act. “Act” means the Delaware Limited Liability Company Act, 6 Del. Code §§ 18-101 et. seq., as such act may from time to time be amended, including any successor statute.


1.2    Additional Capital. “Additional Capital” means capital of the Company in excess of the Initial Capital.


1.3    Additional Capital Contribution Notice. “Additional Capital Contribution Notice” has the meaning set forth in Section 6.3.


1.4    Additional Capital Contribution. “Additional Capital Contribution” means the amount of Additional Capital contributed to the Company by the Members in proportion to their respective Participation Percentages in response to a Major Decision approved by the Board calling for Additional Capital pursuant to Section 6.3.


1.5    Adjusted Capital Account Deficit. “Adjusted Capital Account Deficit” means for each Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year or other relevant period, after giving effect to the following adjustments:


(a)    Credit to such Capital Account any amounts that such Member is obligated to restore or is deemed to be obligated to restore pursuant to the penultimate sentences in Treasury Regulation §§ 1.704-2(g)(1) and 1.704-2(i)(5); and


(b)    Debit to such Capital Account the items described in Treasury Regulation §§ 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).


1.6    Affiliates. “Affiliates” of a Member means Persons controlled by, controlling or under common control with such Member.


1.7    Agreement. “Agreement” means this Amended and Restated Limited Liability Company Agreement.


1.8    Applicable Law. “Applicable Law” means any law, regulation, ordinance, code, decree, treaty, ruling or determination of an arbitrator, court or other governmental or
quasi-governmental authority, or any executive order issued by the President of the United States, in each case applicable to or binding upon such Person or to which such Person, any of its property or the conduct of its business is subject including laws, ordinances and regulations pertaining to the zoning, use, occupancy or subdivision of real property.


1.9    Approved Budget. “Approved Budget” means (as to the Company, any one or more of the Owners, or any one or more of the Properties) a Budget (for operating expenses and/or capital expenses) that has been approved by the Board as a Major Decision pursuant to Section 9.2.


1.10    Approved Business Plan. “Approved Business Plan” means a Business Plan approved by the Board as a Major Decision pursuant to Section 9.2.




1.11    Approved by the Board, Approval of the Board, Consent of the Board, Etc.. “Approved by the Board”, “approval of the Board”, “consent of the Board” or a similar phrase to that effect means approval or consent of the Board by a majority of the votes of all of the Directors, except that Major Decisions shall require the approval or consent of two-thirds (2/3) of all of the Directors.


1.12    Arbitration Notice. “Arbitration Notice” has the meaning given in Section 24.1.1.


1.13    Arbitration Proceeding. “Arbitration Proceeding” has the meaning given in Section 24.1.1.


		
	1.14
	Bankruptcy. “Bankruptcy” means:




(a)    The commencement of any voluntary proceedings under federal or state bankruptcy or insolvency laws or filing for reorganization or for the appointment of a receiver or trustee of all (or a material portion) of the Person’s property;


(b)    The failure to terminate any involuntary proceeding under federal or state bankruptcy laws within thirty (30) days after the commencement thereof;


		
	(c)
	A general assignment for the benefit of creditors; or




(d)    The issuance of a charging order against the interest of any person without the removal thereof within thirty (30) days after issuance.


1.15    Board. “Board” means, collectively, the Directors chosen by the Members in accordance with Section 9.1.1 to oversee the operation of the Company and to consider and act on those matters that this Agreement specifies shall require the approval or consent of the Board (including any Major Decisions). The initial Directors are listed on Exhibit B.


1.16    Budget. “Budget” means a budget (either for a year or such other time period as is approved by the Board as a Major Decision) for operating expenses and/or capital expenses for the Company and/or for any one or more Owners or Properties (including amounts for the Company’s contributions to the capital of an Owner for the costs, expenses and liabilities of the Owner).


1.17     Business Day. “Business Day” or “business day” means every day other than Saturdays, Sundays, all days observed by the federal or New York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed. Any reference in this Agreement to a "day" or a number of "days" (other than references to a "Business Day" or "Business Days") means a calendar day or calendar days.


1.18    Business Plan. “Business Plan” means a plan (including a Budget) for operation of the Company, the Owners, the Properties or the improvements for the Properties.




		
	1.19
	Buy/Sell. “Buy/Sell” has the meaning set forth in Section 9.6.1.




1.20     Buy-Sell Lockout Date. “Buy-Sell Lockout Date” means the date that is the third (3rd) anniversary of the Effective Date.
1.21    Buy-Sell Lockout Period. “Buy-Sell Lockout Period” means the period of time commencing on the Effective Date of this Agreement and ending on the Buy-Sell Lockout Date.






Section 9.6.2.
		
	1.22
	 
Buy/Sell Notice. “Buy/Sell Notice” has the meaning set forth in













Section 9.6.5.
		
	1.23
	 
Buying Member. “Buying Member” has the meaning given in









1.24    Capital Account. “Capital Account” means an account established for each Member and determined in accordance with Section 1.704-1(b) of the Regulations. The Capital Accounts shall be adjusted in order to reflect allocations of depreciation, amortization, and gain and loss as computed for book purposes. Upon the Transfer of the Member Interest of any Member, the Capital Account of the transferor Member shall carry over to the transferee Member.


1.25    Capital Contribution. “Capital Contribution” means any money or the Gross Asset Value of any other property which a Member contributes as capital to the Company in that Member’s capacity as a Member pursuant to this Agreement (net of any liabilities assumed by the Company in connection with the contribution or to which the contributed property is subject). Notwithstanding anything to the contrary contained in this Agreement, including the transactions described in Section 6.1.1, the Members hereby agree that the Capital Contributions of the Members as of the Effective Date are as set forth on Exhibit A, which such Exhibit A shall be amended from time to time to take into account Additional Capital Contributions by one or more of the Members.


1.26    Cash Reserves. “Cash Reserves” means such amounts as may be reasonably estimated by the Managing Member (and approved by the Board in an Approved Budget or otherwise as a Major Decision) for payment of costs, expenses and liabilities incident to the business of the Company (including amounts for contributions to the capital of any Owner for the costs, expenses and liabilities of any Owner) and for which the cash to make such payments will not, in the reasonable discretion of the Managing Member, be expected to be available to the Company (or, or as applicable, an Owner) at or about the time such payments are required to be made, and which therefore, in the reasonable opinion of the Managing Member, require that cash be set aside periodically to for such payments.


1.27    Certificate of Formation. “Certificate of Formation” means the Certificate of Formation filed with the Delaware Secretary of State (“Delaware Secretary”) for the purpose of forming the Company.


		
	1.28
	Closing. “Closing” has the meaning given in Section 11.5.






1.29    Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.


1.30    Company. “Company” means RL Venture LLC, a Delaware limited liability company.


1.31    Company Minimum Gain. “Company Minimum Gain” means “partnership minimum gain,” as defined in the Regulations promulgated under Section 704(b) of the Code.


1.32    Company Acceptance Period. “Company Acceptance Period” has the meaning given in Section 11.2.


1.33    Company Removal Event. “Company Removal Event” has the meaning given in Section 9.3.


1.34    Competitive Set. “Competitive Set” has the meaning given in Section 9.2.7(c).


1.35    Contribution Agreement. “Contribution Agreement” means that certain Asset Contribution Agreement between the Company and the RLH Member dated January 15, 2015.


1.36    Contribution Date. “Contribution Date” means the date immediately preceding the Effective Date.


1.37    Contribution Default. “Contribution Default” has the meaning set forth in Section 6.4.1.


1.38    Contribution Funding. “Contribution Funding” means the obligation of the Company to the RLH Member in the amount of Forty Eight Million Seven Hundred Eighty- Seven Thousand Three Hundred Fifty-Two Dollars ($48,787,352) which is being paid on the date of Closing in accordance with the Contribution Agreement.


1.39    Control or control. “Control “or “control”(or other formulation thereof such as “controlled” or “controlling”) means a direct or indirect ownership interest of more than fifty percent (50%) in value of another entity, or more than fifty percent (50%) of the voting interests of a Person, or the ability to direct the management and policies of such Person, whether by ownership, contract or otherwise.


		
	1.40
	CS. “CS” means CapitalSource, a division of Pacific Western Bank.




		
	1.41
	CS Loan. “CS Loan” has the meaning set forth in Section 6.1.1.




1.42    Cumulative Income Tax Liability. Cumulative Income Tax Liability” means, with respect to a Member as of the end of a particular Fiscal Year or other relevant period, the sum of the following amounts:


(a)    the product of (i) the total amount of the Company’s “net capital gains”, dividends that constitute “qualifying dividend income” subject to taxation at long-term capital gains rates in accordance with Section 1(h)(11) of the Code and other items of income and gain subject to United States federal taxation as long-term capital gain that has been allocated to the Member for the current and all prior Fiscal Years or other relevant periods, multiplied by (ii) the combined maximum United States federal, state and local marginal income tax rate applicable to long-term capital gains recognized by an individual residing in New York, NY (taking into consideration the deductibility of state and local income taxes for federal income tax purposes), with such rate for such current and any prior Fiscal Year or other relevant period being multiplied by the amount referred to in clause (i) for such current and any such prior Fiscal Year or other relevant period, plus


(b)    the product of (i) the total amount of the Company’s net ordinary income (including depreciation recapture) and other items of income and gain subject to United States federal taxation as “ordinary income” or short-term capital gain that has been allocated to the Member for the current and all prior Fiscal Years or other relevant periods, multiplied by (ii) the combined maximum United States federal, state and local marginal income tax rate applicable to ordinary income or short-term capital gain of an individual residing in New York, NY(taking into consideration the deductibility of state and local income taxes for federal income tax purposes), with such rate for such current and any prior Fiscal Year or other relevant period being multiplied by the amount referred to in clause (i) for such current and any such prior Fiscal Year or other relevant period.


The computation of the amounts under clause (i) of paragraph (a) of this definition and the amounts under clause (i) of paragraph (b) of this definition shall take into account (i.e., shall be net of) any, respectively, prior Company losses subject to United States federal taxation as capital losses or Company losses and deductions subject to United States federal taxation as deductions and ordinary losses allocated to the Member and not previously taken into account or otherwise reflected in any of the amounts referred to under such clause (i) of paragraph (a) or such clause (i) of paragraph (b) of this definition.


1.43    Delinquent Member. “Delinquent Member” has the meaning given in Section 6.4.1 of this Agreement.


1.44    Depreciation. “Depreciation” means, for each Fiscal Year or other relevant period, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such year or other period for federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.




1.45    Director. “Director” means any person chosen by the Members to serve on the Board in accordance with Section 9.1.1. The initial Directors are set forth on Exhibit B to this Agreement.


1.46    Dissolution Event “Dissolution Event” has the meaning set forth in Section 12.1 hereof.


1.47    Distributable Cash. “Distributable Cash” means for any period the total cash gross receipts of the Company from all sources (including amounts of cash distributed directly or indirectly to the Company by any Owner) minus (i) amounts allotted to any Cash Reserves established by the Managing Member in accordance with the applicable Approved Budget or as otherwise approved by the Board as a Major Decision for contemplated needs of the Company (including amounts that may be required for contributions by the Company of capital to any Owner for any of the Properties), and (ii) all out-of-pocket cash expenditures of the Company, including expenditures for legal and accounting costs, duplicating services, postage and other expenses properly chargeable to the Company and incurred by the Company, but excluding any expenditures made from Cash Reserves previously established. Cash expenditures of the Company shall not include any overhead of the Managing Member or any of its Affiliates or of any Person in which a Member or an Affiliate of a Member has directly or indirectly an ownership interest (except to the extent such overhead is included in (a) fees paid to the Management Company under a Management Contract, (b) fees described in Section 8.5, or (c) fees paid to any such Person pursuant to a contract approved by the Board as a Major Decision. Distributable Cash shall include any amounts that, although previously set aside by the Managing Member as Cash Reserves, are reasonably determined by the Managing Member with     approval of the Board as no longer required by the Company.


1.48    Distribution. “Distribution” means any cash, or the fair market value of any other property, distributed (or deemed distributed) by the Company to a Member (including Distributable Cash and Tax Distributions), excluding (i) reimbursement of Company expenses, or (ii) payment with respect to an indemnification obligation of the Company to such Member, or
(iii) or repayment of principal or interest on any Member Loans.


1.49    Effective Date. “Effective Date” has the meaning given in the opening paragraph of this Agreement.


		
	1.50
	Election Date. “Election Date” has the meaning given in Section 9.6.5.




		
	1.51
	Exchange. “Exchange” has the meaning given in Section 9.4.




		
	1.52
	FF&E. “FF&E” means furniture, fixtures and equipment.




1.53    Final Distribution. “Final Distribution” has the meaning given in Section 12.2(e).


		
	1.54
	Fiscal Year. “Fiscal Year” means the calendar year.






Section 11.1.
		
	1.55
	 
Former Member. “Former Member” has the meaning given in









		
	1.56
	Reserved.




		
	1.57
	Reserved.




1.58    Gross Asset Value. “Gross Asset Value” means for any asset the asset’s adjusted basis for federal income tax purposes, except as follows:


(a)    The initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset on the date of contribution, as determined by the contributing Member and approved by the Board as a Major Decision. The Members agree that the Gross Asset Value of the assets contributed by the RLH Member under the terms of the Contribution Agreement is Eighty-Nine Million Eight Hundred Thirty-Six Thousand Three Hundred Ninety-Eight Dollars ($89,836,398).


(b)    The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Board as a Major Decision, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution if any Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if any Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company; and (iii) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g).


(c)    The Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution, as approved by the Board as a Major Decision.


(d)    The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustment to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704- 1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph to the extent the Board determines  as a Major Decision that an adjustment pursuant to subparagraph (b) of this Section is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph.


If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraphs (a), (b) or (d) of this Section, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.




1.59    Holdco. “Holdco” means RL Venture Holding LLC, a Delaware limited liability company wholly-owned by the Company.


		
	1.60
	including. “including” means including without limitation.




		
	1.61
	Indemnitee. “Indemnitee” has the meaning given in Section 9.10.1.




1.62    Initial Arbitrator. “Initial Arbitrator” has the meaning given in Section 24.1.1.


1.63    Initial Capital. “Initial Capital” means the aggregate amount of Capital Contributions stated on Exhibit A which the Members, in the aggregate, have made, are deemed to have made, or are making on the date hereof to the Company.






Section 9.6.1.
		
	1.64
	 
Initiating Member. “Initiating Member” has the meaning given in









1.65    Major Decision. “Major Decision” means any of the decisions that are listed in Section 9.1 or otherwise so identified in this Agreement.


1.66    Majority In Interest of the Members. “Majority In Interest of the Members” means those Members owning more than fifty percent (50%) of the Participation Percentages of all Members.


1.67    Management Company. “Management Company” means Red Lion Hotels Management, Inc. or such other entity designated by the Managing Member to serve as the manager for the Properties and whose designation as the Managing Company is approved by the Board as a Major Decision.


1.68    Management Contract. “Management Contract” means a Management Agreement for each Property between the Management Company and the Owner of the Property.


1.69    Managing Member. “Managing Member” means the RLH Member or in the event that the RLH Member resigns or is removed in accordance with Section 9.3, such other Member who is designated by the Board as a Major Decision as replacement for the RLH Member to serve as Managing Member.


1.70    Material Contract. “Material Contract” means any contract or agreement to which the Company or any Owner is a party which (a) is with any Member or Affiliate of a Member; or (b) requires payment by the Company or any Owner of amounts in excess of
$25,000 in the aggregate for such contract over the term of the contract and has a term in excess of one (1) year unless it is terminable by the Company or Owner, as applicable, at any time and without penalty upon no more than thirty (30) days’ notice to the Company or any Owner, as applicable; or (c) requires payment by the Company or any Owner of amounts in excess of
$25,000 in the aggregate for such contract in any calendar year, unless such payments have been included in an Approved Budget; or (d) requires payments by the Company or any Owner in


excess of $100,000 over the life of the contract, regardless of whether the payments have been included in an Approved Budget.


1.71    Member.  “Member” means any person or entity admitted to the Company as a member in accordance with this Agreement, or a person or entity who has been admitted as a member pursuant to applicable law. The Members of the Company and their respective Participation Percentages shall be reflected on Exhibit A attached hereto, as it may be amended from time to time.






the Company.
		
	1.72
	 
Member Interest. “Member Interest” means the interest of a Member in









1.73    Member Interest Purchase Agreement. “Member Interest Purchase Agreement” has the same meaning as given in paragraph C of the Background.


1.74    Member Nonrecourse Deductions. “Member Nonrecourse Deductions” has the same meaning as given to “partner nonrecourse deductions” referred to in Section 7.2.4.


1.75    Net Operating Income. “Net Operating Income” shall mean Gross Operating Profit (as defined in the Management Contract) less the Base Fee (as defined in the Management Contract), Taxes (as defined in the Management Contract), Insurance Costs (as defined in the Management Contract), Reserve Fund Contributions (as defined in the Management Contract) and costs of rental of real or personal property.


1.76    Net Profits and Net Losses. “Net Profit” and “Net Loss” means, for each Fiscal Year of the Company (or other period for which Net Profit or Net Loss must be computed), the Company’s taxable income or loss determined in accordance with Code
Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:


(a)    Any income of the Company that is exempt from United States federal income tax and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be added to such taxable income or loss;


		
	(b)
	Any expenditures of the Company described in Code


Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation §§ 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this definition of “Net Profits” and “Net Losses” shall be subtracted from such taxable income or loss;


(c)    In the event the Gross Asset Value of any items of property of the Company is adjusted pursuant to paragraphs (b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the item of property) or an item of loss (if the adjustment decreases the


Gross Asset Value of the item of property) from the disposition of such item of property and shall be taken into account for purposes of computing Net Profits or Net Losses;


(d)    Gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;


(e)    In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other relevant period, computed in accordance with the definition of “Depreciation; and


(f)    To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits or Net Losses.


Notwithstanding any other provision of this definition, any items that are specially allocated pursuant to Section 7.2 or Section 7.3 hereof shall not be taken into account in computing Net Profits or Net Losses. The amounts of such specially allocated items shall be determined by applying rules analogous to those set forth in subparagraphs (a) through (e) above.


1.77    New Hotel Equity ROFO. “New Hotel Equity ROFO” has the meaning given in Section 8.7.


1.78    New Hotel Equity ROFO Period. “New Hotel Equity ROFO Period” has the meaning given in Section 8.7.


1.79    Non-Delinquent Member. “Non-Delinquent Member” has the meaning given in Section 6.4.1 of this Agreement.


1.80    Nonrecourse Deductions. “Nonrecourse Deductions” has the meaning given in Section 7.2.5.









1.81    OFAC List. “OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the United States Treasury Department, Office of Foreign Assets Control and any other similar list maintained by the United States Treasury Department, Office of Foreign Assets Control pursuant to any Applicable Law, including trade embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President of the United States. The OFAC List currently is accessible through the Internet website www.treas.gov/ofac/tl1sdn.pdf.




Agreement.
		
	1.82
	 
Offer. “Offer” has the meaning given in Section 10.3.2 of this









1.83    Operating Period. “Operating Period” has the meaning given in Section 9.2.7(c).


1.84    Original Operating Agreement. “Original Operating Agreement” has the meaning given in paragraph B of the Background.






Section 11.1.
		
	1.85
	 
Other Member. “Other Member” has the meaning given in









1.86    Owner. “Owner” means any direct or indirect subsidiary of the Company including either a single asset, single purpose, single member limited liability company wholly- owned by the Company or a limited liability company all of whose member interests are owned by the Company or by a single member limited liability company wholly-owned by the Company, and either (i) the owner of a Property (or proposed to own Property), or (ii) a partner in a partnership or a member in a limited liability company that owns a Property (or is proposed to own a Property). (For the avoidance of doubt, Holdco is deemed an “Owner”.)


1.87    Partially Adjusted Capital Account. “Partially Adjusted Capital Account” means with respect to any Member for any Fiscal Year or other relevant period, the Capital Account of such Member at the beginning of such Fiscal Year or other relevant period, increased by all Capital Contributions during such year and all special allocations of income and gain pursuant to Section 7.2 or Section 7.3 with respect to such Fiscal Year or other relevant period, and decreased by all Distributions of Distributable Cash during such Fiscal Year or other relevant period and all special allocations of losses and deductions pursuant to Section 7.2 or Section 7.3, but before giving effect to any allocation of Net Profits or Net Losses for such Fiscal Year or other relevant period pursuant to Section 7.1.1 and Section 7.1.2.


1.88    Participation Percentage. “Participation Percentage" of a Member means that percentage set forth opposite such Member's name on Exhibit A and reflecting the Members’ relative Capital Contributions (subject to Percentage Adjustments as described in Section 6.4.2).


1.89    Percentage Adjustment. “Percentage Adjustment” has the meaning given in Section 6.4.2(a)(i).






9.2.7(c).
		
	1.90
	 
Performance Test. “Performance Test” has the meaning given in Section









1.91    Person. “Person” means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, or any other legal entity, and any fiduciary acting in such capacity on behalf of any of the foregoing.


1.92    Professional Independent Director. “Professional Independent Director” has the meaning given in Section 9.1.2(a).




1.93    Properties; Property. “Properties” means all of the hotel properties listed on Exhibit C attached hereto; each of which is a “Property”.


		
	1.94
	Purchase Price. “Purchase Price” has the meaning given in Section 9.6.5.




1.95    Qualified Arbitrator . “Qualified Arbitrator” has the meaning set forth in Section 24.1.7.






Section 9.6.2.
		
	1.96
	 
Receiving Member. “Receiving Member” has the meaning set forth in









1.97    Receiving Member Notice. “Receiving Member Notice” has the meaning set forth in Section 9.6.3.


1.98    Regulations. “Regulations” means the Income Tax Regulations promulgated under the Code, including Temporary and Proposed Regulations, as such Regulations may be amended from time to time, including corresponding provisions of succeeding Regulations.


		
	1.99
	Removal Date. “Removal Date” has the meaning given in Section 9.3.








Section 9.3.
		
	1.100
	 
Removal Notice. “Termination Notice” has the meaning given in













Section 9.3.2
		
	1.101
	 
Removing Member. “Removing Member” has the meaning given in









1.102    Remaining Member. “Remaining Member” has the meaning given in Section 10.3.1.


1.103    RevPAR. “RevPAR” means Gross Rooms Revenue for a particular time period (net of discounts, sales tax and meals) for a hotel divided by the number of available guest rooms in the hotel for the same time period. (RevPAR information shall be provided to the Parties by their obtaining STAR (also known as STR) reports of the RevPAR for the Properties and the Competitive Set.)


1.104    RLH Management. ‘RLH Management” means Red Lion Hotels Management, Inc., an Affiliate of the RLH Member.


1.105    RLH Member. “RLH Member” means Red Lion Hotels Corporation, a Delaware corporation.


1.106     “R LHC Senior M ana gem ent” . “RLHC Senior Management” means any employees of Red Lion Hotels Corporation who do not work at individual hotel Properties and who hold one of the following job titles: “vice-president”, “senior vice president”, “executive vice president” or “president”.




1.107    ROFO Initiating Member. “ROFO Initiating Member” has the meaning given in Section 10.3.2.


1.108    ROFO Non-Initiating Member. “ROFO Non-Initiating Member” has the meaning given in Section 10.3.2.


		
	1.109
	ROFO Offer. “ROFO Offer” has the meaning given in Section 10.3.2.




1.110    ROFO Offered Interests. “ROFO Offered Interests” has the meaning given in Section 10.3.2.


1.111    ROFO Response Period. “ROFO Response Period” has the meaning given in Section 10.3.3.






Section 10.3.2
		
	1.112
	 
ROFO Sale Notice. “ROFO Sale Notice” has the meaning given in









1.113    ROFO Sale Notice. “ROFO Sale Notice” has the meaning given in Section 10.3.2.


1.114    Second Arbitrator. “Second Arbitrator” has the meaning given in Section 24.1.1.


1.115    Second Arbitrator Notice. “Second Arbitrator Notice” has the meaning given in Section 24.1.1.


1.116    Selling Member. “Selling Member” has the meaning given in Section 9.6.5 of this Agreement.


1.117    Shelbourne Capital. “Shelbourne Capital” means Shelbourne Capital, LLC, a Pennsylvania limited liability company.


1.118    Shelbourne Member. “Shelbourne Member” means Shelbourne Falcon RLHC Hotel Investors, LLC, a Delaware limited liability company.


		
	1.119
	Special Director. “Special Director” has the meaning given in Section


9.1.1.


		
	1.120
	Successor. “Successor” has the meaning given in Section 11.2.




1.121    Target Capital Account. “Target Capital Account” means, with respect to any Member for any Fiscal Year or other relevant period, an amount equal to (a) the hypothetical distribution that such Member would receive if all Company assets were sold for cash equal to their Gross Asset Value, all Company liabilities were satisfied to the extent required by their terms (limited, with respect to each “partner nonrecourse liability” and “partner nonrecourse debt”, each as defined in Treasury Regulations § 1.704-2(b)(4), to the Gross Asset
Value of the asset(s) securing such liability), and the net cash of the Company were distributed in full to the Members as required pursuant to Section 12.2(f), all as of the last day of such Fiscal


Year or other relevant period), minus (b) the Member’s share of “partner minimum gain” determined pursuant to Treasury Regulations § 1.704-2(g), and minus (c) the Member’s share of the “partner nonrecourse debt minimum gain” determined in accordance with Treasury Regulations § 1.704-2(i)(5), all computed immediately prior to such hypothetical sale.


1.122    Target Final Balance. “Target Final Balance” has the meaning set forth in Section 12.4.


		
	1.123
	Tax Authority. “Tax Authority” has the meaning given in Section 6.8.




1.124    Tax Distribution. “Tax Distribution” means, with respect to each Member for each taxable year of the Company, an amount distributed to such Member in accordance with Section 8.3 hereof.






Section 13.2.
		
	1.125
	 
Tax Matters Partner. “Tax Matters Partner” has the meaning given in









1.126    Tax Payment Loan. “Tax Payment Loan” has the meaning set forth in Section 8.4 hereof.


1.127    Testing Period. “Testing Period” has the meaning given in Section 9.2.7(c).


1.128    Third Arbitrator. “Third Arbitrator” has the meaning given in Section 24.1.1.


		
	1.129
	Total Price. “Total Price” has the meaning given in Section 9.6.2.








Section 11.1.
		
	1.130
	 
Termination Event. “Termination Event” has the meaning given in









1.131    Termination Event Notice. “Termination Event Notice” has the meaning given in Section 11.2.


1.132    Transfer. “Transfer” means any encumbrance, gift, assignment, pledge, hypothecation, sale or other transfer (whether directly or indirectly) of all or any portion of a Member Interest.


1.133    Transfer Offer. “Transfer Offer” has the meaning given in Section 10.3.2.


1.134    Transfer Sale Period. “Transfer Sale Period” has the meaning given in Section 10.3.5.






Section 9.6.1.
		
	1.135
	 
Unresolved Deadlock. “Unresolved Deadlock” has the meaning given in









1.136    Unreturned Capital Contributions Account. “Unreturned Capital Contributions Account” means, with respect to each Member, a bookkeeping account which shall at all times be equal to the aggregate amount of Capital Contributions made to the Company by such Member reduced by Distributions made to such Member pursuant to Section 8.1.


1.137    Withholding Tax Act. “Withholding Tax Act” has the meaning set forth in Section 8.4 hereof.


2.FORMATION OF LIMITED LIABILITY COMPANY. The Company was formed by the filing of the Certificate of Formation of the Company with the Delaware Secretary of State on September 4, 2014.


		
	3.
	NAME AND PLACE OF BUSINESS.




3.1    Name. The name of the Company is RL Venture LLC, or such other name as determined by the Board.


		
	3.2
	Principal Place of Business. The principal office of the Company shall be


W. 201 North River Drive, Spokane, Washington 99201, unless changed by the Managing Member.  The registered agent of the Company in the State of Delaware is The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Managing Member may from time to time, change the registered office and principal place of business of the Company and, in such event, the Managing Member shall notify the Members in writing promptly after the effective date of such change. The Managing Member may establish additional offices or places of business of the Company when and as required by the Company’s business and approved by the Members and the Board as a Major Decision.


4.PURPOSE. The purpose of the Company is, directly or through one or more Owners, to acquire, hold, finance and dispose of the Properties and to engage in any and all general business activities related or incidental thereto permitted under the Act; provided that the Company shall not conduct any banking, insurance or trust company business.


5.TERM OF COMPANY; RECORDINGS; AGENT FOR SERVICE OF PROCESS .


5.1    Term. The Company’s existence commenced as of the date of the filing of the Certificate of Formation and shall continue until terminated as herein provided or by operation of law.


5.2    Qualification. The Managing Member shall cause the Company to file any documents with any other appropriate governmental agencies as may be required by applicable law. The Managing Member shall cause the Company to qualify to do business in any other jurisdiction as may be required under the laws of such jurisdiction.


5.3    Agent for Service of Process. The name and address of the initial agent for service of process of the Company designated on the Certificate of Formation is The


Corporation Trust Company. The agent for service of process of the Company may be changed from time to time by the Managing Member, subject to applicable law.


		
	6.
	CAPITAL CONTRIBUTIONS AND LOANS.




		
	6.1
	Initial Capital Contributions.




6.1.1    In accordance with the Contribution Agreement, the RLH Member contributed to the Company all of the Properties in exchange for one hundred percent (100%) of the Member Interests in the Company, subject to satisfaction of the Contribution Funding. In addition, on the Contribution Date the Company caused Holdco to borrow from CS a loan in the aggregate principal amount of $80,000,000 (the “CS Loan”) of which (a) $53,807,023 is being funded by CS to the Company on the date hereof (and the sum of $48,787,352 was distributed by Holdco to the Company and used by the Company to satisfy the Contribution Funding), and (b) the balance is to be funded for improvements to be made to the Properties. CS required that the Company and the Owners guaranty the obligations of Holdco for the CS Loan. On the Effective Date, the Shelbourne Member acquired from the RLH Member a forty-five percent (45%) Member Interest in the Company in exchange for a payment to the RLH Member of
$18,455,256.


6.1.2    The Members agree that the aggregate amount of the Initial Capital is set forth on Exhibit A.


6.2    Additional Capital Contributions or Loans.  Except as in Section 6.3 and
6.4 of this Agreement or as otherwise agreed upon by the Board as a Major Decision, no Member shall be permitted or required to make any additional Capital Contributions or extend any loans to the Company.


6.3    Required Additional Capital Contributions. If the Board determines as a Major Decision that the Company requires additional capital for any reason consistent with the purpose of the Company, each Member shall make an additional Capital Contribution in cash, in an amount equal to the product of (x) the aggregate Additional Capital Contribution as determined by the Board as a Major Decision, and (y) the respective Member’s Participation Percentage as of the Contribution Date, and at such times as set forth in a written notice delivered by the Company to each Member at least ten (10) Business Days prior to the effective date of any such Additional Capital Contribution (the “Additional Capital Contribution Notice”). Each Member shall thereafter be required to make an Additional Capital Contribution pursuant to the terms and conditions contained in the Additional Capital Contribution Notice.


		
	6.4
	Failure to Contribute Additional Capital.




6.4.1    If a Member fails to contribute timely all or any portion of any Additional Capital Contribution required to be made by such Member pursuant to this Agreement and such failure continues for a period of ten (10) Business Days after the required date of such Additional Capital Contribution (the “Contribution Date”) stated in the Additional Capital Contribution Notice received by such Member (such Member being hereinafter referred to as a “Delinquent Member” and such failure being hereinafter referred to as a “Contribution


Default”), then the Member who is not a Delinquent Member (the “Non-Delinquent Member”) shall have the right to advance that portion of the Delinquent Member’s required Additional Capital Contribution which such Delinquent Member failed to make, on the following terms: (i) the sums thus advanced shall be deemed to be demand recourse loans from the Non-Delinquent Member to the Delinquent Member and an Additional Capital Contribution of such sums to the Company by the Delinquent Member; (ii) such loans shall bear interest at the rate of interest equal to the lesser of (x) eighteen percent (18%) per annum, or (y) the highest lawful rate, from the date that the advance was made until the date that such advance, together with any costs and expenses incurred by the Company as a result of the Delinquent Member’s failure to contribute, and together with all interest accrued thereon, is repaid; (iii) unless otherwise paid, and subject to Section 6.4.2(b) below, the repayment of these loans shall be withheld from any Distribution from the Company otherwise to be made to the Delinquent Member during the term of the Company or after dissolution; and (iv) all repayments of advances shall first be applied to any costs and expenses incurred by the Company as a result of the Delinquent Member’s failure to contribute, then to interest earned and unpaid, and then to principal. Any such election shall be made within ten (10) Business Days after notice of such option is given by the Board.


6.4.2    If the Non-Delinquent Member does not make advances (as described in Section 6.4.1) in an aggregate amount sufficient to cover the entire amount of the required Additional Capital Contribution of the Delinquent Member, or if the loans referenced in Section 6.4.1 above are not repaid within six (6) months following the applicable Contribution Date, the Board shall, as determined by a majority of the Members, but expressly excluding the vote of any Director appointed by a Delinquent Member, take one or more of the following actions:


(a)In the case of the Non-Delinquent Member not making advances (as described in Section 6.4.1) in an aggregate amount sufficient to cover the entire amount of the required Additional Capital Contribution of the Delinquent Member, offer the Non- Delinquent Member  the  ability  to  make  an  Additional  Capital  Contribution,  the  sum  of       which                  shall equal the Delinquent Member’s required Additional Capital Contribution which such Delinquent Member failed to make and was not covered by a loan from Non-Delinquent Member as described in Section 6.4.1 , and adjust each Member’s Participation Percentage as follows:


(i)the Participation Percentage of the Delinquent Member shall be decreased by an amount, expressed as a percentage (subject to clause (iii) below, the “Percentage Adjustment”), equal to one and one-half times the product of (A) such Delinquent Member’s Participation Percentage (before any such adjustment) and (B) the quotient of (1) the amount of the Additional Capital Contribution which the Delinquent Member failed to make, (2) the product of (x) such Delinquent Member’s Participation Percentage (before any such adjustment), and (y) the sum of all Capital Contributions made by all Members prior to the date of the Additional Capital Contribution Notice and the aggregate Additional Capital Contribution set forth in the Additional Capital Contribution Notice; and


(ii)the Participation Percentage of the contributing Non- Delinquent Member shall be increased by an amount, expressed as a percentage, equal to the


Non-Delinquent Member’s share of the Percentage Adjustment determined pursuant to (i) above; and


(iii)the Participation Percentage of the Members shall be adjusted to the nearest one-hundredth of one percent.


(b)In the case of a loan referenced in Section 6.4.1 above and not repaid within six (6) months following the applicable Contribution Date, treat the outstanding loan advanced by a Non-Delinquent Member under Section 6.4.1 (together with the unpaid interest accrued thereon) as if it were an Additional Capital Contribution made by such Non- Delinquent Member pursuant to Section 6.4.2(a) as of the applicable Contribution Date (rather than as an Additional Capital Contribution of the Delinquent Member), and make the Percentage Adjustments described in Section 6.4.1 with respect thereto.


(c)Exercise such other rights and remedies to which the Board may be entitled at law or in equity or by statute.


6.4.3    No right, power or remedy conferred pursuant to this Section 6.4 shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this Section 6.4 or now or hereafter available at law or in equity or by statute or otherwise.


6.5    Interest on Capital Contributions. Except as described in Section 6.4.1, no interest shall be paid by the Company on any Capital Contribution made by any Member to the Company.


6.6    Return of Capital Contributions. Except as otherwise provided in this Agreement, no Member shall have the right to withdraw or reduce such Member’s Capital Contribution or to receive any Distributions, except as a result of dissolution. No Member shall have the right to demand or receive property other than cash in return for such Member’s Capital Contributions.


6.7    Loans By a Member. Loans by a Member to the Company shall not be considered Capital Contributions for purposes of this Agreement, increase such Member’s Capital Account or entitle such Member to any greater share of the Net Profits, Net Losses or Distributions of the Company than such Member is otherwise entitled to under this Agreement. No loan shall be made by a Member to the Company unless approved by the Board as a Major Decision.


6.8    Withholding. The Company shall comply with all of its withholding obligations under the Code and under any applicable United States federal, state, local and, as applicable, foreign tax law. Any amount so withheld by the Company and paid over to the Internal Revenue Service and/or any other tax or other governmental authority, agency, entity, instrumentality or other body (any of the foregoing, a “Tax Authority”) in respect of any payment or Distribution made by the Company to or on behalf of any Member shall be treated as an amount actually paid or distributed to such Member or other Person for all purposes of this Agreement. With respect to any amount required to be remitted by the Company to any Tax


Authority in respect of any income, gain and/or Net Profits (and/or items comprising thereof) allocated and/or allocable to any Member, such Member shall, by no later than ten (10) days following the date of such remittance by the Company to the Tax Authority, repay to the Company such amount so remitted by the Company to the applicable Tax Authority (and which repayment by such Member shall be treated for all purposes of this Agreement as a repayment of a loan by such Member to the Company and not, for example, as a Capital Contribution or loan made by such Member to the Company); provided, however, if such Member fails to repay such amount in full within such ten (10) day period, then beginning on the day immediately following such ten (10) day period, interest on the unpaid amount shall accrue at the rate equal to eighteen percent (18%) per annum (with any such repayment(s), first, to offset and be applied to any accrued and unpaid interest to the extent thereof and, then, in repayment of the amount so remitted to the extent thereof); provided, further, the Company may (and shall) reduce and/or otherwise apply any amount otherwise distributable or payable to such Member in repayment of the unpaid balance, including the accrued and unpaid interest thereon (with any such amount so applied to be treated first as the payment of accrued and unpaid interest to the extent thereof and, then, in repayment of the amount so remitted to the extent thereof, but with the amount so applied otherwise being treated for all purposes of this Agreement as having actually been distributed and/or paid to such Member).


		
	6.9
	Intentionally Omitted.




		
	6.10
	Capital Accounts.




6.10.1    An individual capital account (a “Capital Account”) shall be established and maintained on the books of the Company for each Member in compliance with Treasury Regulations Sections 1.704-1(b)(2)(iv) and 1.704-2.


6.10.2    To each Member’s Capital Account there shall be credited the amount of cash and the initial Gross Asset Value of any other property contributed by such Member as Capital Contributions to the Company, such Member’s distributive share of Net Profits and items of income and gain, and the amount of any Company liabilities assumed by such Member or which are secured by any property of the Company distributed to such Member (but only to the extent such liabilities are to be credited pursuant to the Treasury Regulations).


6.10.3    To each Member’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any property of the Company distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Net Losses and items of loss and deduction, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company (but only to the extent such liabilities are to be debited pursuant to the Treasury Regulations).


6.10.4    Upon a transfer of any Member Interest in the Company or portion thereof in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Member Interest or portion thereof.




		
	7.
	ALLOCATIONS.




7.1    Allocation of Net Profits and Net Losses. After giving effect to the special allocations and limitations set forth in Sections 7.2 and 7.3, Net Profits and Net Losses shall be allocated to the Members as follows:


7.1.1    Net Profits. Net Profits, and each item of Company income, gain, loss or deduction entering into the computation thereof, for each Fiscal Year or other relevant period shall be allocated to the Members so as to reduce, proportionally, the difference between their respective Target Capital Accounts and Partially Adjusted Capital Accounts for such Fiscal Year or other relevant period. No portion of the Net Profits for any Fiscal Year or other relevant period shall be allocated to a Member whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such Fiscal Year or other relevant period.


7.1.2    Net Losses. Subject to Section 7.1.3, the Net Losses for any Fiscal Years and each item of Company income, gain, loss or deduction entering into the computation thereof, shall be allocated to the Members so as to reduce, proportionally, the difference between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such Fiscal Year or other relevant period. No portion of the Net Losses for any Fiscal Year or other relevant period shall be allocated to a Member whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such Fiscal Year or other relevant period.


7.1.3    Loss Limitation. Net Losses allocated pursuant to Section 7.1.2 to a Member shall not exceed the maximum amount of Net Losses that can be allocated without causing such Member to have an Adjusted Capital Account Deficit at the end of any Fiscal Year or other relevant period. In the event that some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Net Losses pursuant to Section 7.1.2, the limitations set forth herein shall be applied on a Member-by-Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members’ Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulations
§ 1.704-1 (b)(2)(ii)(d).


7.2    Special / Regulatory Allocation. The following special allocations shall be made to the Members in the following order and priority:


7.2.1    Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise provided in §1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other provision of this Section 7, if there is a net decrease in “partner nonrecourse debt minimum gain” (as defined in Treasury Regulations § 1.704-2(i)(2)) attributable to “partner nonrecourse debt (as defined in Treasury Regulations § 1.704-2(b)(4)) during any Fiscal Year, each Member who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner Nonrecourse Debt, determined in accordance with Treasury Regulation §1.704-2(i)(4). Allocations pursuant to the


previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with §§1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This Section 7.2.1 is intended to comply with the minimum gain chargeback requirement in §1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.


		
	7.2.2
	Minimum Gain Chargeback. Except as otherwise provided in


§1.704-2(f) of the Treasury Regulations, notwithstanding any other provision of this Section 7, if there is a net decrease in “partnership minimum gain” (as defined in Treasury Regulations § 1.704-2(b)(2)) during any Fiscal Year or other relevant period, each Member shall be specially allocated items of Company income and gain for such Fiscal Year or other relevant period (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in partnership minimum gain, determined in accordance with Treasury Regulations
§1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with §§1.704-2(f)(6) and 1.704(j)(2) of the Treasury Regulations. This Section 7.2.2 is intended to comply with the minimum gain chargeback requirement in §1.704-2(f) of the Treasury Regulations and shall be interpreted consistently therewith.


7.2.3    Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations §1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) which causes or increases an Adjusted Capital Account Deficit of such Member, items of Company income and gain shall be specially allocated to such Members in an amount and manner sufficient to eliminate any such Adjusted Capital Account Deficit as quickly as possible. This Section 7.2.3 is intended to qualify as a “qualified income offset” within the meaning of Treasury Regulations §1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.


7.2.4      Member Nonrecourse Deductions. Any “partner nonrecourse deductions” (as defined in Treasury Regulations § 1.704-2(i)(1)) for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” (as defined in Treasury Regulations § 1.704-2(b)(4)) to which such partner nonrecourse deductions are attributable in accordance with Treasury Regulations §1.704- 2(i)(1).


7.2.5    Nonrecourse Deductions. “Nonrecourse deductions” (as defined in Treasury Regulations § 1.704-2(b)(1)) shall be allocated among the Members in proportion to their respective Participation Percentages.


7.2.6    Section 754 Adjustments.    To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code
Section 743(b) is required pursuant to Treasury Regulations §1.704-1(b)(2)(iv)(m)(2) or Treasury Regulations §1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis)


and such gain or loss shall be specially allocated to the Members, respectively, in proportion to their respective Participation Percentages in the event Treasury Regulations §1.704- 1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Treasury Regulations §1.704-1(b)(2)(iv)(m)(4) applies.


7.3    Curative Allocations. The allocations set forth in Section 7.1.3 and Section 7.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this
Section 7.3. Therefore, notwithstanding any other provision of this Section 7 (other than the Regulatory Allocations), the Managing Member shall make such offsetting special allocations of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 7.1.1 and 7.1.2. In exercising its discretion under this Section 7.3, the Managing Members shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.


		
	7.4
	Tax Allocations.




7.4.1    General. For each Fiscal Year, items of taxable income, deduction, gain, loss or credit shall be allocated for income tax purposes to and among the Members in the same manner as their corresponding book items are allocated to the Members pursuant to Sections 7.1, 7.2 and 7.3 hereof for such Fiscal Year, as modified by subsections 7.4.2 through
7.4.4 below.


7.4.2    Section 704(c) Allocations. In accordance with Code
Section 704(c) and the Treasury Regulations promulgated thereunder, Company income, gain, loss, and deduction with respect to any asset contributed to the capital of the Company shall, solely for tax purposes, be allocated to and among the Members so as to take account of any variation between the Company’s adjusted tax basis in such asset for United States federal income tax purposes and the Gross Asset Value of the asset using any method (or methods) permitted under Code Section 704(c) and the Treasury Regulations thereunder as determined by the Managing Member and approved by the Board as a Major Decision. Notwithstanding anything to the contrary in this Section 7.4.2, the Company shall use the either (a) the traditional method with curative allocations under Treasury Regulations § 1.704-3(c), or (b) the remedial allocation method under Treasury Regulations § 1.704-3(d) as shall be selected by the Shelbourne Member prior to the Company’s preparation of its first Federal income tax return to be filed after the Effective Date with respect to any property deemed contributed to the Company by the RLH Member on the Effective Date under Revenue Ruling 99-5, 1999-1 CB 434, Situation 1, with respect to which the “ceiling rule,” as defined in Treasury Regulations § 1.704- 3(b)(1), applies.


7.4.3    Reverse Section 704(c) Allocations. In the event the Gross Asset Value of any Company asset is adjusted pursuant to clauses (b) or (d) of the definition of "Gross Asset Value," subsequent allocations of Company income, gain, loss and deduction with respect to such asset shall take account of any variation between the Gross Asset Value of such asset immediately before such adjustment and its Gross Asset Value immediately after such adjustment using any method (or methods) permitted under Code Section 704(c) and the Treasury Regulations thereunder as determined by the Managing Member and approved by the Board as a Major Decision.


7.4.4    Recapture Income. Depreciation and amortization recapture, if any, resulting from any sales or dispositions of tangible or intangible depreciable or amortizable property of the Company shall be allocated to and among the Members in the same proportions that the depreciation or amortization being recaptured was allocated to and among the Members to the maximum extent permissible under the Treasury Regulations.


7.4.5    Other. Any elections or other decisions relating to allocations under this Section 7.4 will be made by the Managing Member with the approval of the Members (which approval not to be unreasonably withheld, conditioned or delayed).  Allocations under this Section 7.4 are solely for purposes of United States federal, state and local taxes and will not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits or Net Losses or other items or Distributions under any provision of this Agreement.


7.5    Allocation in Event of Transfer. If any Member Interest is transferred, or the Participation Percentages are increased or decreased by reason of the admission of a new Member or otherwise during any Fiscal Year or other relevant period, Net Profits, Net Losses and items thereof for such Fiscal Year or other relevant period shall be assigned to the day in the particular period of such Fiscal Year or other relevant period to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated as if the Company closed its books as of the date of such transfer or increase or decrease.


7.6    Allocation of Tax Credits. Except as may otherwise be required by law, any tax credits to which the Company may be entitled shall be allocated among the Members in accordance with their respective Participation Percentages.


7.7    Allocations of Tax Items. For federal income tax purposes, every item of income, gain, loss and deduction shall be allocated among the Members in accordance with the foregoing allocations.


		
	8.
	DISTRIBUTIONS AND FEES.




8.1    Distribution of Distributable Cash. Distributable Cash shall be distributed to the Members as follows:


(a)    First, to the Members with positive Unreturned Capital Contribution Account balances, pro rata in accordance with such balances, until the Unreturned Capital Contribution Account balance of each Member is reduced to zero; and


(b)    Thereafter, to the Members in accordance with their respective Participation Percentages.


Distributions shall be made as determined by the Board, but no less frequently than monthly.


8.2    To Whom Distributions Are Made. Unless named in this Agreement or unless admitted as a Member as provided in this Agreement, no person or entity shall be considered a Member in the Company. Any Distribution by the Company to the person shown on the Company records as a Member, or to such Member’s legal representatives, or to a named assignee of the right to receive Distributions, shall acquit the Company and the Members of all liability to any other person who may be interested in such Distribution by reason of an assignment by a Member or for any other reason.


8.3    Tax Distributions. Prior to the Distribution of Distributable Cash to the Members pursuant to Section 8.1, for any Fiscal Year, to the extent that the Managing Member determines in good faith that cash is available, the Company shall make distributions (“Tax Distributions”) to the Members at such times and in such amounts as are necessary to enable the Members to satisfy their respective quarterly estimated income tax obligations attributable to their respective Cumulative Income Tax Liabilities.  If the Managing Member determines that the Company lacks sufficient cash to make such Tax Distributions on the dates described above, available cash shall be distributed to the Members as Tax Distributions in proportion to the excess of the Cumulative Income Tax Liability of each Member for the relevant Fiscal Year over the cumulative amount of Tax Distributions previously made to such Member with respect to such Fiscal Year. Any Tax Distribution to a Member will be deemed to be an advance Distribution of amounts otherwise distributable to such Member pursuant Section 8.1 and will reduce the amounts that would subsequently otherwise be distributable to such Member pursuant to Section 8.1 in the order they would otherwise have been distributable.


8.4    Withholding Obligations. Unless treated as a Tax Payment Loan, any amount paid by the Company for or with respect to any Member on account of any withholding tax or other tax payable with respect to the income, profits or distributions of the Company pursuant to the Code, the Regulations, or any state or local statute, regulation or ordinance requiring such payment (a “Withholding Tax Act”) shall be treated as a Distribution to such Member for all purposes of this Agreement, consistent with the character or source of the income, profits or cash which gave rise to the payment or withholding obligation. To the extent that the amount required to be remitted by the Company under the Withholding Tax Act exceeds the amount then otherwise distributable to such Member (including as a Tax Distribution), the excess shall constitute a loan from the Company to such Member (a “Tax Payment Loan”), which shall be payable upon demand and shall bear interest, from the date that the Company makes the payment to the relevant taxing authority, at a lesser of (i) a variable rate per annum at all times equal to two hundred (200) basis points in excess of the Prime Rate or (ii) the maximum legal interest rate under applicable law. As long as any Tax Payment Loan or the interest thereon


remains unpaid, the Company shall make future Distributions due to such Member under this Agreement by applying the amount of any such Distribution first to the payment of any unpaid interest on all Tax Payment Loans to such Member and then to the repayment of the principal of all Tax Payment Loans of such Member. The Managing Member shall have the authority to take all actions necessary to enable the Company to comply with the provisions of any Withholding Tax Act applicable to the Company and to carry out the provisions of this Section 8.4. Nothing in this Section 8.4 shall create any obligation on any Member to advance funds to the Company or to borrow funds from third parties in order to make any payments on account of any liability of the Company under a Withholding Tax Act except for withholding tax liabilities attributable to such Member


8.5    Fees. The Members agree that, in addition to any Distributions to be made pursuant to this Agreement, the Members shall be entitled to receive the following fees paid by the Company:


8.5.1    The Company shall pay to the Shelbourne Member an investors relations fee each month equal to 0.50% of the total aggregate revenue of the Properties during the prior month;


8.5.2    The Company shall pay to CPA Development, LLC (a designee of the Shelbourne Member) a construction management fee in the aggregate amount of $200,000 plus approved expense reimbursements (the payments of such fee and reimbursements to be in accordance with an agreement to be executed by the Company and CPA Development, LLC. The agreement and the payment of such fee shall be subject to the approval of Board including the approval of the Director appointed by Shelbourne Capital);


8.5.3    On the date hereof, the Company shall pay to Shelbourne Capital a financing fee (as is also described in the Member Interest Purchase Agreement) in the amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00);


8.5.4    The Member Interest Purchase Agreement that on the date hereof Shelbourne Capital shall be paid an acquisition fee in the amount of Eight Hundred Eighty-Eight Thousand Three Hundred Sixty and 00/100 Dollars ($888,360.00) fifty-five percent (55%) of which is paid by the RLH Member and forty-five percent (45%) of which is paid by the Shelbourne Member; and


8.5.5    The Company shall cause Holdco to cause each of the Owners to pay to the Management Company the fees and other amounts provided for in the Management Contracts between such Owner and the Management Company, and, after entering into a franchise agreement, to pay the franchisor the fees and other amounts provided for in the franchise agreement between such Owner and a franchisor.


8.6    Right of Setoff. In the event the Shelbourne Member determines that the Company has a claim against the RLH Member arising from a breach of any representations, warranties or indemnifications obligations of the RLH Member under that certain Contribution Agreement entered into as of the business day immediately preceding the date of this Agreement and pursuant to which the Company acquired the Properties, the Directors appointed by the


Shelbourne Member alone shall be entitled to vote as Directors to assert a claim against the RLH Member. If a claim is asserted on behalf of the Company against the RLH Member under the Contribution Agreement or by the Shelbourne Member under the Member Interest Purchase Agreement, it shall specify the nature and amount of such claim and, if there is an agreement reached between the RLH Member and Shelbourne Member or a determination is made judicially or by binding arbitration of an amount that is due to the Shelbourne Member on account of the Shelbourne Member’s claim, and such amount has not been paid in full to the Shelbourne Member within thirty (30) days following such agreement or determination, the Managing Member shall set off against amounts distributable to the RLH Member pursuant to Section 8 of this Agreement up to the unpaid amount of the Shelbourne Member’s claim and will cause the Company, as agent for the RLH Member, to pay any amounts so set off to the Shelbourne Member to cover the unpaid amount of such claim.  Such payment shall be deemed to have been paid to the RLH Member and, in all other respects, shall be deemed as having been distributed to the RLH Member pursuant to Section 8 of this Agreement. If there is such an agreement or determination but, before the earlier of the amount due to the Shelbourne Member pursuant to such agreement or determination being fully paid to the Shelbourne Member or the expiration of the thirty (30) days following such agreement or determination there are any distributions otherwise to be made to the RLH Member, the amounts otherwise distributable to the RLH Member shall be held in escrow by the Managing Member pending confirmation of payment in full by the RLH Member to the Shelbourne Member of the amount that was agreed upon or determined to be payable by the RLH Member to the Shelbourne Member. Nothing contained in this Agreement shall limit the right of the Shelbourne Member to assert a claim against the RLH Member under the Member Interest Purchase Agreement under which the Shelbourne Member acquired its Member Interest in the Company.


Any dispute about the validity of or amount due as a result of such a claim under the Contribution Agreement shall be resolved through arbitration in accordance with Section 24 but any election to be made by the Company to assert a claim under the Contribution Agreement shall be made by the Company at the direction solely of the Shelbourne Member.


8.7    Right of First Offer on Equity Capital for Additional Hotels. In the event that at any time during which the Shelbourne Member remains a Member of the Company (the “New Hotel Equity ROFO Period”), Company, the RLH Member, or any of its Affiliates, shall elect to pursue the acquisition of any one or more additional hotel properties and intends to seek equity capital from another Person for the acquisition and/or rehabilitation/renovation of such one or more additional hotel properties, the Company or RLH Member (as applicable) shall first offer, or cause its Affiliate to first offer, to Shelbourne Capital the opportunity for Shelbourne Capital or its designee to provide such equity capital for such hotel property acquisition and/or rehabilitation/renovation to the extent that such equity capital is not provided by the Company (for acquisitions by the Company) or by the RLH Member or its Affiliates (for acquisitions by any of them) ; and, for each such additional hotel property, the RLH Member  or its Affiliate shall have the right to participate pro-rata alongside Shelbourne Capital or its designee in providing such equity capital with the percentage share of the RLH Member or its Affiliate being up to the same percentage as the Participation Percentage of the RLH Member in the Company or in such other percentage as may be agreed upon by the RLH Member and Shelbourne Capital. The foregoing right of first offer is hereinafter referred to as the “New Hotel Equity ROFO”.


The New Hotel Equity ROFO shall not apply in the case of an independent third party bringing to the Company, the RLH Member or its Affiliate an opportunity to acquire one or more hotel properties together with such third party’s offer to provide the equity capital required for the acquisition (and, as applicable, rehabilitation/renovation), provided the third party’s equity is accepted on the terms offered. Until the expiration of the New Hotel Equity ROFO Period, the RLH Member shall give to Shelbourne Capital notice describing in reasonable detail the additional hotel property and the projected equity capital being sought by the Company, RLH Member or its Affiliate and, no later than five (5) days after giving such notice, the RLH Member shall provide or make available to Shelbourne Capital, or cause to be provided or made available, all relevant documentation and other information (including, without limitation, due diligence information, a projected “pro forma” and financial returns, and a projected business plan) that the Company, RLH Member or its Affiliate has regarding the additional hotel property and the projected equity capital required.  Shelbourne Capital shall have a period of at least thirty
(30) days from receipt of such documentation and other information during which to conduct a due diligence investigation of the proposed additional hotel property and proposed equity capital requirement and notify the RLH Member if Shelbourne Capital wishes to invest the proposed equity capital. Shelbourne Capital’s failure to give to the RLH Member a notice before the expiration of such thirty (30) day period shall be deemed Shelbourne Capital’s declining to
invest the proposed equity capital and the Company, RLH Member or its Affiliate shall be free to seek the required equity capital elsewhere. Before the Company, RLH Member or its Affiliate shall either offer to another Person or accept from another Person all or any portion of the required equity capital on terms that are more advantageous to that Person than the terms last offered to or proposed by Shelbourne Capital, the RLH Member or its Affiliate shall first offer the same terms to Shelbourne Capital and the RLH Member or its Affiliate and Shelbourne Capital shall follow the same process as is set forth above in this Section 8.7 If Shelbourne Capital shall timely give the RLH Member notice of Shelbourne Capital’s election to invest the proposed equity capital, then the RLH Member shall proceed, or cause its Affiliate to proceed with good faith negotiations with Shelbourne Capital and, within forty-five (45) days after Shelbourne Capital’s notice of its election to invest the proposed equity capital, complete and execute definitive agreements with Shelbourne Capital or its designee for the contribution of the required by Shelbourne Capital or its designee and participation of Shelbourne Capital or its designee in the ownership of the entity acquiring the additional hotel property.


8.8    Termination Fees. If, as a result of a transfer of a Property, the Management Agreement for that Property will be terminated, the RLH Member will cause its Affiliate, Red Lion Hotels Franchising, Inc., to offer to enter into a franchise agreement under its then-standard terms and conditions consistent with Schedule 16.4(a) of the Management Contract. In the event that prior to or contemporaneously with the transfer, the transferee and the Affiliate do not enter into a franchise agreement with a term of at least three years, the Company will pay to the Affiliate a franchise termination fee in accordance with the provisions of Section 16.4(b) of the Management Contract for that hotel.  The Termination Fee shall be paid on the date of the transfer of the Property. No other termination fee shall be payable for the termination of the Management Agreement in connection with a transfer of a Property. In the event that the Shelbourne Member acquires the Member Interests held by the RLH Member through the Buy/Sell process described in Section 9.6, the Company shall have the right to terminate the Management Agreement for the Properties and to enter into franchise agreements on the same


terms as a transferee of a Property and if it fails to do so, will pay the termination fee for each Property that does not enter into a franchise agreement with the Affiliates (and no other termination fee shall be payable for the termination of the Management Agreement in connection with the Shelbourne Entity acquiring the Member Interests held by the RLH Member through the Buy/Sell process described in Section 9.6.)


		
	9.
	MANAGEMENT.




		
	9.1
	General Management.




9.1.1    Except as otherwise expressly provided in this Agreement, the day- to-day business and affairs of the Company shall be conducted by the Managing Member, but all decisions affecting the business and affairs of the Company that are identified by this Agreement as Major Decisions shall be made, by the Board. Unless otherwise provided in this Agreement,
(i)approval of the Board means the approval of a majority of all Directors; and (ii) any Major Decision shall require approval of at least two-thirds (2/3) of all Directors. The Board shall consist of seven (7) directors: three (3) chosen by the RLH Member; three (3) chosen by the Shelbourne Member, or their respective permitted successors and assigns; and one (1) chosen by the RLH Member from a list of five (5) independent Persons proposed by the Shelbourne Member.  The initial Directors shall be those individuals set forth on Exhibit B to this Agreement. Subject to the last sentence of this Section 9.1.1, any Director may be removed with or without cause by the Member entitled to select such Director. Any Director may resign at any time upon written notice to the Company and the Members. Any vacancy in the Board shall be filled by the Member entitled to select the Director whose resignation or removal led to the vacancy. The Director who was chosen by the RLH Member from a list of Persons proposed by the Shelbourne Member may be removed by consent of the RLH Member and the Shelbourne Member, and the successor to such Director shall be selected by RLH from a list of persons proposed by the Shelbourne Member at that time (and such list may include any one or more Persons previously proposed by the Shelbourne Member on any list previously submitted to the RLH Member pursuant to this Section).


9.1.2    At all times, the Company shall have designated an additional Person (“Special Director”) who shall be deemed a member of the Board  for the limited purpose of considering matters under Section 9.2.4(xxvi) and shall have no other powers and responsibilities and shall have the qualifications set forth in Section 9.1.2(a).  If and when consent of the Special Director is sought for a matter which, pursuant to this Agreement, the approval or consent of the Special Director is required by the terms of the Agreement, the Special Director shall be entitled to be compensated by the Company on an hourly basis at the Special Director’s standard hourly rate (which, if the Special Director is an attorney, shall be his customary hourly rate for providing legal services) for the time actually spent by the Special Director specifically for such matter. Except exclusively for matters for which the approval or consent of the Special Director is specifically required under Section 9.2.4(xxvi), the Special Director shall not be entitled to attend meetings of the Board or receive any materials or information regarding the Company, its assets, liabilities, activities or operations (or of any of its direct or indirect subsidiaries). The initial Special Director shall be Joshua Sarner. The Board shall have the right, as a Major Decision, to replace, from time to time and at any time, the


individual serving as Special Director provided the individual selected by the Board meets the criteria set forth in Section 9.1.2(a).


(a)The Special Director shall be an individual who is not and has not been for at least five (5) years:


(i)a manager or director (other than in its capacity as an independent manager or director of any Member and/or the Company or an affiliate), officer, employee, trustee, trade creditor, customer, supplier, member attorney, counsel or shareholder (or spouse, parent, sibling or child of the foregoing) of (i) a Member or the Company, (ii) a principal of a Member or the Company, (iii) any equitable or beneficial owner, partner, principal or affiliate of a Member or the Company or of a principal of any such Person, or (iv) any affiliate of any equitable or beneficial owner, partner, or principal of a Member or the Company or of a principal of any such Person; or


(ii)a creditor, customer, supplier or Person who derives any of its purchases or revenues from its activities with (i) a Member or the Company, (ii) a principal of a Member or the Company, (iii) any equitable or beneficial owner, partner, principal or affiliate of a Member or the Company or of a principal of any such Person, or (iv) any affiliate of any equitable or beneficial owner, partner, or principal of a Member or the Company or of a principal of any such Person.


A natural person who satisfies the foregoing definition other than subparagraph 9.1.2(a)(ii) shall not be disqualified from serving as Special Director of the Company if such individual who provides professional independent manager or director services (a “Professional Independent Director”) and other corporate services in the ordinary course of his business. A natural person who otherwise satisfies the foregoing definition other than subparagraph 9.1.2(a)(ii) by reason of being the independent manager or director of a “special purpose entity” affiliated with the Company shall not be disqualified from serving as Special Director of the Company if such individual is either (i) a Professional Independent Director or (ii) the fees that such individual earns from serving as Independent Director of affiliates of the Member or the Company in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year.


9.2    Powers of the Board; Major Decisions.


9.2.1    The Board shall have the right, power and authority to approve any and all actions consistent with the purpose of the Company that is permitted under this Agreement and under applicable law. Furthermore, the Board shall have the power to direct the Managing Member to undertake any action which, pursuant to the provisions of this Agreement would require approval of the Board if initiated by the Managing Member or any other Member, provided that if the action is a Major Decision, it shall require the consent of two-thirds (2/3) of all Directors; and, if so directed by the Board, the Managing Member shall follow such direction. Except as provided in this Agreement, no Member shall have any right, power or authority to act (as agent or otherwise) for, or to bind, the Company in any manner (other than as expressly provided herein).


9.2.2    Subject to the authority, direction and supervision of the Board and the remaining provisions of this Agreement, the day-to-day administration of the Company’s business (including the role of the Company as a member of any Owner and the Company’s performance of the obligations of the Company under any contract to which the Company is a party) shall be conducted by the Managing Member. The Managing Member shall devote such time to the Company as shall be necessary in its sole and absolute discretion to conduct the Company’s business and to carry out its duties and responsibilities under this Agreement for the furtherance of the Company’s business. Except as otherwise directed or approved by the Board, the Managing Member shall cause compliance by the Company with the terms and conditions of any contract to which the Company is a party and enforce compliance by the other party to such contract with the Company.


9.2.3    The Managing Member shall use commercially reasonable efforts in good faith to comply with, and to administer the Company in conformance with any Business Plan and Approved Budget and the decisions and directives of the Board. Actions that result in expenses for any Property in a calendar quarter that do not increase the aggregate expenses for that Property in that calendar quarter by more than five percent (5%) above the aggregate expenses budgeted in the Approved Budget for that Property for that quarter shall be deemed to be in compliance with an Approved Budget. The Managing Member shall not take any action which constitutes a Major Decision without Approval of the Board.


9.2.4    Neither the Managing Member nor the Board shall have authority to do any of the following (each of which is deemed a Major Decision) without first obtaining the written approval of affirmative vote at a meeting of the Board of at least two-thirds (2/3) of all Directors (which approval may be effected at a meeting, or by written consents (which can be effected through electronic or facsimile transmission)):


(i)    Cause the Company or any Owner to enter into any purchase, lease or other acquisition of (a) any hotels; or (b) any real property; (c) any stock or other equity interests of or in another person or entity; or (d) any personal property (other than ordinary course operating supplies) for any one Property with a value in excess of $10,000 in the aggregate in any calendar year unless the expenditure is approved in an Approved Budget.


(ii)    Cause the Company or any Owner to enter into any sale, lease, exchange or other transfer or disposition of (a) any of the Properties or (b) any real property;
(c) any transfer of the ownership interests in any Owner, or substantially all of the assets of any Owner, as part of a single transaction or plan or in integrated multiple transactions.


(iii)    Amend this Agreement or the certificate of formation of the Company or approve the amendment of any of the operative organizational documents of any Owner.


(iv)    Change, or approve a change in, the purpose or nature of the business of the Company or any Owner.


		
	(v)
	Change the Company or any Owner to any other legal form.




(vi)    Cause the Company or any Owner to engage any Management Company (other than Red Lion Hotels Management, Inc.), or to terminate the Management Contract for any of the Properties; or to amend or terminate any Management Contract for any of the Properties.


(vii)    Cause the Company or any Owner to (a) enter into any Material Contract for which the contract expenditure has not been included in an Approved Budget or Business Plan, or (b) amend any Material Contract to increase the expenditure required by the Company in excess of the amounts approved in an Approved Budget or Business Plan, or (c) enter into any partnership or joint venture agreement.


(viii)    Cause the Company or any Owner to enter into any agreement that is not related to the operations or ownership of the assets of the Company or the Owners.


(ix)    Admit a new Member to the Company or to any Owner, or cause the Company or any Owner to issue (or grant any option for) any additional Member Interest (or any obligation or instrument convertible into an additional Member Interest) to any Person, or to redeem any Member Interest.


(x)    Cause any merger or reorganization of the Company or any Owner with another limited liability company, corporation, general partnership, limited partnership, or other entity.


(xi)    Change the Managing Member of the Company or the managing member, manager, or general partner of any Company.


(xii)    Liquidate, dissolve, wind-up or terminate the business of the Company or any Owner (except for termination of the business of a subsidiary after a sale of all of the assets of such subsidiary).


(xiii)    Call for capital or any loans to be funded to the Company or any Owner if not specifically stated in the Business Plan.


(xiv)    Approve or amend any Business Plan or Approved Budget (operating and capital) of the Company or any Owner.


		
	(xv)
	Make expenditures for capital improvements, provided that:


(a) such approval shall not be required for capital improvements that are included in an Approved Budget or Business Plan; (b) Managing Member may cause the Company or Owner make capital expenditures that are reasonably required to address emergency situations posing a risk of imminent harm to persons or property; and (c) Managing Member may authorize the Company or Owner to make capital expenditures not included in an Approved Budget or Business Plan for which the expenditure is less than $10,000 for any one Property in any one calendar year.


(xvi)    Take any act or cause the Company or any Owner to do anything that which would cause a Member to incur personal liability for the obligations of the Company or any Owner, as applicable, without the prior written consent of such Member (which the Member shall have the right to withhold in the Member’s sole discretion).


(xvii)    Do anything which would make it impossible to carry on the ordinary business of the Company or any Owner.


(xviii)    Confess (or enter into any agreement to confess) a judgment against the Company or cause any Owner to confess (or enter into any agreement to confess) a judgment against the Company or any Owner.


(xix)    Cause the Company or any Owner to borrow any money or to become obligated as a guarantor or surety for any Person or with respect to any obligation or assign or grant a security interest in any of the assets of the Company or any Owner.


(xx)    Cause the Company or any Owner to give a mortgage, security interest or other encumbrance or pledge of all or any portion of any of the interests of the Company or Holdco in any Owner or in all or any portion of any of the Properties or on any other assets of the Company or Owner (other than ordinary course of business financing for any Owner for furniture, fixtures and equipment (FF&E) approved as part of an Approved Budget).






any Owner.
		
	(xxi)
	 
Cause any prepayment of indebtedness of the Company or









(xxii)    Establish any Cash Reserves not specifically provided for in the Business Plan or Approved Budget.


(xxiii)    Cause any Distribution of Distributable Cash except as approved in an Approved Budget or provided for in a distribution policy adopted by the Board as a Major Decision.


(xxiv)    Cause the Company or any Owner to enter into any transaction, including the rendering of services, between a Member or any Affiliate of a Member and the Company, other than those identified in this Agreement.


(xxv)    Cause the Company or any Owner to commence or settle (or otherwise dispose of) any litigation, provided that such approval shall not be required to commence or settle any litigation: (a) for which insurance proceeds will cover the entire claim less a deductible that is part of an insurance program that has been Approved by the Board as a Major Decision; or (b) for which the cost to the Company is less than $50,000 in the aggregate for any single Property in any one calendar year.


(xxvi)    Cause the filing, or consent to the filing of, on behalf of the Company or any Owner, of a petition or other similar action in bankruptcy or similar proceeding for Company or any Owner (including: filing an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature or


otherwise seeking any relief under any laws relating to the relief from debts or the protection of debtors generally; seeking, consenting to or acquiescing in the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Company or any Owner; making an assignment of its assets for the benefit of its creditors or an assignment of the assets of another entity for the benefit of such entity’s creditors; or taking any action in furtherance of the foregoing). Any action described in this subsection (xxvi) shall require the prior written consent of the Special Director.






elections.
		
	(xxvii)
	 
Cause the Company or any Owner to make any tax









9.2.5    The Managing Member shall give to all members of the Board prior notice of any meeting at which the Board will be asked to vote on any matter or action which constitutes a Major Decision.


9.2.6    The Board shall hold meetings either in person or by video- conference or teleconference at least once per calendar quarter and, in addition, a meeting of the Board shall be held within five (5) business days of the request of any two of the Directors by notice to the Managing Member. Managing Member shall provide meeting minutes and meeting materials to the Directors.


9.2.7    The Members and the Board hereby approve the retention of RLH Management as the Management Company pursuant to a Management Contract with each Owner owning one of the Properties, and the payment of fees and other amounts as described in the Management Contracts. The Company shall exercise its voting and other control to cause Holdco to cause the other Owners as applicable, to retain RLH Management as its Management Company.


(a)The prior approval of the Board as a Major Decision shall be required for any instance in which an Owner takes action (i) to provide approval, consent, agreement, or exercise of any termination right in connection with a Management Contract, or
(ii)to provide approval, consent, agreement for, or enter into, or to terminate any franchise agreement.


(b)Notwithstanding any other provision of this Agreement, as long as the Management Company is either an Affiliate of the RLH Member or the RLH Member or any Affiliate of the RLH Member has directly or indirectly an ownership interest in the Management Company all decisions relating to (i) the exercise of any consent, approval, option or election of an Owner under a Management Contract, or (ii) making any claim (or exercising any remedies) against the Management Company or commencement (or settlement) of any action to enforce or decision to terminate a Management Contract as a result of a default in the obligations of the Management Company under the Management Contract, shall be made and exercised by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, without a vote by the Directors appointed by the RLH Member.  Subject to the preceding sentence, RLH Management shall not be terminated as the Management Company without the approval of the Board as a Major Decision. For the avoidance of doubt,


this provision shall not apply to limit the right of the Directors appointed by the RLH Member to participate in the approval of a budget as a Major Decision.


(c)Notwithstanding any other provision of this Agreement or in any Management Agreement, if the Properties have not met the following performance-based test, the Company shall have the right (through its wholly-owned subsidiary, Holdco and through Holdco’s ownership of the Owners) to cause the Owners to terminate the Management Contracts with the Management Company (without payment of any termination fee) upon decision by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, and without a vote by the Directors appointed by the RLH Member:


(i)Performance Test.  If for any two consecutive six-month periods (each six-month period is an “Operating Period”) beginning with the first day of the second Full Operating Year (as defined in the Management Contract) (each two consecutive six- month period is a "Testing Period"), each of the following occurs in both of such Operating Periods: (a) the aggregate Gross Operating Profit (as defined in the Management Contract) achieved by the Properties for each Operating Period is less than 90% of the aggregate Gross Operating Profit set forth in the Approved Business Plan for such Operating Period, and (b) the average RevPAR for all of the Properties for each such Operating Period is less than 90% of the average RevPAR for hotels in the Competitive Set for the same Operating Period (collectively, the "Performance Test").  If no Approved Business Plan has been approved by the Parties for any Operating Year (as defined in the Management Contract), the applicable Approved Business Plan for purposes of computing the Performance Test shall be that from the preceding Operating Year. As promptly as reasonably possible after the end of each Testing Period, the Managing Member shall obtain the relevant RevPAR reports (i.e., STAR Reports from STR Global) and provide to the Members such RevPAR reports and the Gross Operating Profit information needed to confirm whether the Performance Test has been achieved for such Testing Period. If the Performance Test is not achieved for any Testing Period, then the Company (subject to the provisions regarding decisions of the Board as set forth in Section 9.2.7(b)) may exercise its right to cause the termination of the Management Contracts for all of the Properties by delivering a notice of termination to Management Company given within sixty (60) days after receipt by the Company of the certified financial statements for the Properties for the second such Operating Period, specifying a termination date not less than sixty (60) days nor more than one hundred- twenty (120) days after the delivery of such notice. Notwithstanding the foregoing, the Company's right to cause termination of Management Contracts under this Section 9.2.7(c) shall not be exercisable if the applicable level of aggregate Gross Operating Profit or the applicable relative RevPAR results is not achieved as a result of: (i) Force Majeure (as defined in the Management Contract) affecting the Properties, (ii) a failure of Owners to fund a Funds Request that Section 5.5.2 of the Management Contract requires Owners to fund, or (iii) the performance of approved Building Capital Improvements (as defined in the Management Contract) or ROI Capital Improvements (as defined in the Management Contract) adversely affecting a material portion of the income generating areas of the Properties or any other area material to the operation of the Properties ).


(ii)Cure Right. Notwithstanding anything to the contrary in this Section 9.2.7(c), if Company causes a notice of termination to be given pursuant to Section


9.2.7(c)(i), the Management Company shall have the right, but not the obligation, to pay to the Company, within sixty (60) days after receipt by Management Company of such termination notice, an amount equal to the difference between: (a) 90% of the aggregate Gross Operating Profit set forth in the Operating Plan for the Test Period giving rise to Company's right to cause the termination, and (b) the actual aggregate Gross Operating Profit for such Operating Period. If Management Company timely makes such payment, Company's notice of termination shall be deemed withdrawn for the Testing Period on which such notice of termination was based.


(iii)Competitive Set. Schedule 9.2.7(c) lists a set of competitive hotels for each of the properties (the "Competitive Set") for the purposes of the Performance Test. If a material change to any hotel in the then existing Competitive Set occurs, including the cessation of operation of a hotel, or a material change in the standards of operation of a hotel, then either the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) or the Management Company may request the replacement of such hotel in the Competitive Set, provided the replacement hotel has been in operation for at least three full years. The Initial Competitive Set as agreed upon as of the Effective Date by the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) and the Management Company shall constitute the Competitive Set as of the Effective Date.  The Competitive Set shall be reviewed by the Company and the Management Company as part of the process for the Company’s approval of the Approved Business Plan and only amended with the approval of the Company (by decision of by decision of a majority of the Directors appointed by the Shelbourne Member and the Independent Director) and the Management Company.


(d)Notwithstanding any other provision of this Agreement, as long as the franchisor with whom an Owner is to enter, or has entered into, a franchise agreement is either an Affiliate of the RLH Member or the RLH Member or any Affiliate of  the RLH Member has directly or indirectly an ownership interested in the franchisor all decisions relating to (i) entering into a franchise agreement with such franchisor, (ii) the exercise of any consent, approval, option or election of an Owner under a franchise agreement with such franchisor, or
(iii)making any claim (or exercising any remedies) against such franchisor or commencement (or settlement) of any action to enforce or decision to terminate a franchise agreement with such franchisor as a result of a default in the obligations of such franchisor under the franchise agreement with such franchisor, shall be made and exercised by the Board with approval of a majority of the Directors appointed by the Shelbourne Member and the Independent Director, without a vote by the Directors appointed by the RLH Member. If the Company and the Management Company are unable to agree on an amendment to the Competitive Set, it will be determined by the alternative dispute procedure set forth in Article 17 of the Management Contract


		
	9.3
	Resignation or Removal of the Managing Member.




9.3.1    The Managing Member may resign at any time upon written notice to the Company and the Members. If the Managing Member is a Member, resignation of the Managing Member shall have no effect on such Member’s rights or interest as a Member.


9.3.2    The Member which is not the Managing Member (the “Removing Member”) shall have the right to remove the Managing Member by written notice to the Managing Member (a “Removal Notice”) and become the Managing Member upon the occurrence of any one or more of the following (each a “Company Removal Event”):


(i)    the Managing Member has committed fraud, willful misconduct, or the misappropriation of funds. The actions of employees of the Managing Member who commit fraud, willful misconduct or the misappropriation of funds shall not be imputed to the Managing Member for purposes of this section unless:  (1) the actions are taken by a person who is a member of the board of directors of the Managing Member or one of the RLHC Senior Management; (2) the acts or omissions that constitute fraud, willful misconduct, or the misappropriation of funds resulted from the gross negligence, willful misconduct or fraudulent acts of one or more members of the board of directors of the Managing Member or one or more of the RLHC Senior Management in supervising such employee; or (3) the Managing Member, promptly after learning of the act or omission that constitutes fraud, willful misconduct, or the misappropriation of funds and the identity of the employee responsible for such act or omission, fails to terminate the employee responsible for such act or omission;


(ii)    the Managing Member has committed gross negligence or the material breach of this Agreement which breach, if curable, has not been cured within thirty (30) days after notice of such breach to the Managing Member, so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure;


(iii)    while the Management Company is an Affiliate of the Managing Member, or any other Affiliate of the Managing Member is engaged by the Company or an Owner to perform services for the Company or any Owner, in the event that any executive of the Management Company or such other Affiliate who holds a position as a director or a more senior level executive commits fraud, willful misconduct, or the misappropriation of funds, gross negligence, or the material breach of the Management Contract (or such other agreement) and which breach, if curable has not, within thirty (30) days after notice of such breach to the Managing Member, been cured so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure. The Managing Member shall have the same responsibility for other employees of the Management Company or such other Affiliates and it shall be a Company Removal Event if any of these actions are determined to have been committed by such other employees and the Management Company does not promptly take steps to terminate the employment of those persons;


(iv)    the taking by the Managing Member of a Major Decision, without first obtaining Board approval, unless: the action is ratified by the Board by the same vote as was required for the action as a Major Decision within thirty (30) days after notice to the Managing Member; or is cured by the Managing Member so as to have no material adverse effect on the Company or the Shelbourne Member provided that if the breach can be cured by the


payment of money in a determinable amount, the Managing Member shall be required to pay that amount to effect the cure;


		
	(v)
	the Bankruptcy of the Managing Member; or




(vi)    the Bankruptcy of the Management Company (while the Management Company is an Affiliate of the Managing Member).


9.3.3    The Removing Member may exercise such rights of removal and termination by giving Notice thereof (a “Removal Notice”) to the Managing Member and any other Member. Any removal of the Managing Member pursuant to this Section 9.3 shall be effective as of the date the Removal Notice is given or such later date as the Removing Member shall have specified in the Removal Notice (“Removal Date”). Upon such removal of the Managing Member, the Removing Member shall become the replacement Managing Member.


9.3.4    In the event that the Managing Member provides a written notice of its objection to the removal within ten (10) days following receipt of the Removal Notice, the dispute shall be resolved by arbitration in accordance with Section 24.


9.3.5    If the RLH Member is removed as Managing Member because a person who is a member of the board of directors or one of the RLHC Senior Management committed fraud, willful misconduct or misappropriation of funds or because of the Bankruptcy of the Managing Member, then, notwithstanding any other provision of this Agreement, the RLH Member and all Directors who have been chosen by the RLH Member shall no longer have any voting, consent or approval rights with regard to actions of the Company (including, without limitation, any action of the replacement Managing Member) and the vote of an independent Director shall not be required for any vote of the Board on a decision for which this Agreement otherwise requires a Board vote.


9.4    RLH Member Listing.  The Members recognize that the RLH Member is an affiliate of one or more entities that is subject to reporting, notice and other procedural requirements imposed by the New York Stock Exchange or other exchanges on which its securities are listed or reported (in each case, the “Exchange”), and that actions taken by the RLH Member must comply with such requirements.  In recognition of this fact, the Board shall, as part of its approval of any action by the Company, take all reasonable steps (to the extent that they do not adversely affect the rights of the Shelbourne Member or impose additional obligations on the Shelbourne Member) to accommodate the RLH Member’s compliance with such reporting, notice and other procedural requirements of the Exchange, which may require, among other things, providing adequate time (i) for public notice of actions or events and (ii) for the process of obtaining internal approvals by the RLH Member and its Affiliates. Moreover, the Board members selected by the RLH Member shall be authorized to condition their approval or the timing of any action requiring Board approval to accommodate the RLH Member’s compliance with reporting, notice and other procedural requirements of the Exchange.




		
	9.5
	Special Rules for Owners.




9.5.1    It is the intention of the Members that the legal and economic agreement between the Members embodied in this Agreement shall govern and control, whether a Company asset is owned directly by the Company or is owned through an ownership interest in an Owner. The Business Plan for the Company shall include the Business Plan of each Owner.


		
	9.5.2
	In addition, the following shall apply to each Owner:




(a)if the partnership agreement, limited liability company agreement or similar agreement for an Owner requires the Company, as a partner or member in such Owner, to approve any matter which, had it been undertaken by the Company, would have required approval of the Member, then such matter shall be deemed approved by the Company if, and only if, such matter is approved in accordance with the provisions of this Agreement (including those regarding any matter that would be a Major Decision) as if such matter was being untaken by the Company; and


(b)the Owners will obtain third party equity or debt, including first mortgage financing on Properties and any such equity or debt will pertain to the Owners of the Properties and not the Company.


		
	9.6
	Deadlocks; Buy/Sell.




9.6.1    If, after the expiration of the Buy-Sell Lockout Period, either (a) there is an Unresolved Deadlock, or (b) the RLH Member or the Shelbourne Member shall elect to trigger a buy/sell as between the Members, then either Member may initiate (“Initiating Member”) the buy-sell procedures of this Section 9.6 (“Buy/Sell”).  (An “Unresolved Deadlock” shall mean the Board is deadlocked and unable to reach agreement on any matter that requires agreement of the Directors as a Major Decision or consent or approval of the Board, the matter shall have been submitted by the Members to an individual mediator mutually agreeable to the Members, for purposes of attempting to resolve the deadlock, and (despite reasonable good faith efforts of the Members to mediate the dispute such mediation does not resolve the deadlock within thirty (30) days after submission to the mediator) the dispute is not resolved.).


9.6.2    The Initiating Member shall commence the Buy/Sell by giving written notice (a “Buy/Sell Notice”) to the other Member (in such capacity, the Member receiving the Buy/Sell Notice shall be referred to as the “Receiving Member”) specifying the cash price, conditions and terms on which the Initiating Member would be willing to purchase an undivided one hundred percent (100%) interest in the Company (“Total Price”).


9.6.3    Within 60 days after the receipt of the Buy/Sell Notice, the Receiving Member shall then be obligated to notify the Initiating Member (“Receiving Member Notice”) of its irrevocable acceptance of the Initiating Member’s offer by electing either:


		
	(a)
	to sell to the Initiating Member all of its Member Interests; or




		
	(b)
	to buy the Initiating Member’s aggregate Member Interests,




at a cash price (in the case of either of the foregoing (a) or (b)) equal to the aggregate net cash proceeds which such Receiving Member (in the case of the foregoing (a)) or Initiating Member (in the case of the foregoing (b)) would receive under the liquidating distribution provisions set forth in Section 12 if all of the assets of the Company were sold for cash to a third party, all allocations of items of income, gain, loss or deduction were made pursuant to this Agreement, and the Company received cash sales proceeds equal to the Total Price less normal and customary closing costs.


9.6.4    If the Receiving Member is unable to agree as to whether to buy or sell, or upon the failure of the Receiving Member to return the Receiving Member Notice within 60 days of its receipt of the Buy/Sell Notice, the Receiving Member shall be deemed to have made an election to sell to the Initiating Member all of its Member Interests. Such election shall be deemed to occur on the 61st day following the Receiving Member’s receipt of the Buy/Sell Notice.


9.6.5    Once an election has been made or deemed to have been made with respect to a Buy/Sell Notice (the date of such election, the “Election Date”), the Member who has elected to purchase the other Member’s Member Interests (“Buying Member”) shall deposit, within ten (10) Business Days of such election or deemed election with a nationally recognized title insurance company, designated in the Buy/Sell Notice, unless otherwise designated by the Member selling its Member Interests (“Selling Member”) five percent (5%) of the amount described in Section 9.6.3 (“Purchase Price”) as a nonrefundable deposit. The Selling Member shall execute such commercially reasonable documentation as is requested by Buying Member to transfer the Selling Member’s Member Interest. The Buying Member shall have 90 days from the Election Date to consummate the purchase and sale. At the closing, the amount of the Purchase Price (less the amount of any deposit) shall be paid in cash by the Buying Member. The Company and the Member who is not the Buying Member in a Buy/Sell transaction under this Section shall each use their commercially reasonable efforts to facilitate the consummation of the closing contemplated hereunder.


9.6.6    Failure by the Selling Member to take those actions necessary to consummate the closing of the purchase and sale contemplated by this Section 9.6 shall constitute a default under this Agreement by the Selling Member, in which case the Buying Member, as the non-defaulting Member, shall be considered to have been granted a power of attorney to act on behalf of the defaulting Member and the Company to take such actions as are reasonably necessary to consummate such purchase and sale (in addition to any other remedies the Buying Member may have under this Agreement for default by the Selling Member).


9.6.7    Failure by the Buying Member to tender the full amount of the Purchase Price in cash by the period prescribed above or otherwise to take such actions as are necessary timely to consummate such purchase shall constitute default by the Buying Member and shall (i) entitle the Selling Member to be paid and retain the non-refundable deposit, and (ii) give the Selling Member the right, but not the obligation, to become the Buying Member in the contemplated transaction; provided, however, the new Buying Member shall (A) have sixty (60) days from the originally scheduled closing to consummate its purchase and (B) be entitled to make such purchase at ninety-five percent (95%) of the price provided in Section 9.6.3(a) or (b),


as applicable.  If the new Buying Member shall fail to consummate its purchase within such sixty
(60) days, then the Buy/Sell process shall be deemed terminated as between Buying Member and Selling Member without prejudice to the right of either Member to invoke a new Buy/Sell.


9.6.8    Notwithstanding anything to the contrary set forth in this Section 9.6, the Buy/Sell provisions of this Section 9.6 may be amended at any time by Managing Member if and to the extent that such amendment is required to comply with the
listing requirements of the New York Stock Exchange and approved by the Board, provided, that the Managing Member shall not revise any of the provisions of this Section 9.6 if the effect of doing so would be to materially and adversely impact the economic rights of a Member or materially amend the terms of this Agreement.


9.6.9    In any purchase by the Shelbourne Member pursuant to this Section 9.6, the RLH Member shall (a) cause to be assigned (to the extent they are assignable) to the Shelbourne Member or its Affiliate any permits and licenses that may be held for any of the Properties in the name of the Management Company or its Affiliate, any Affiliate of the Company, or any Affiliate of the RLH Member, and (b) cause such entities to cooperate with the Shelbourne Member and its Affiliate in the transition of permitting and licensure for the Properties.


		
	9.7
	Conflict of Interest.




9.7.1    The Managing Member may employ on behalf of the Company such Persons as it deems advisable for the operation and management of the business of the Company on terms and for such compensation as it may determine but only with the prior approval of the Board as a Major Decision (and, in the case of, of a Person who is an Affiliate of a Member or in whom either a Member or an Affiliate of a Member has directly or indirectly an ownership interested in the Person, then the decision of the Board shall be a Major Decision but also require approval of a majority of the Directors who were appointed by the Member which does not (and whose Affiliate) does not have an ownership interested in the Person. Any such Person may also be employed or retained by either Member in connection with other business ventures of the Managing Member or its employees or Affiliates.


9.7.2    The fact that the Managing Member, or an employee or Affiliate of the Managing Member, is directly or indirectly interested in or connected with any person, firm or corporation employed by the Company or from whom the Company, with prior Board approval, may borrow money or buy merchandise, services or other property, shall not prohibit the Managing Member from employing or from dealing with such person, firm or corporation on behalf of the Company with prior Board approval, but in such case the Board approval shall be that as applies to a Major Decision.


9.8    Member Approval. No annual or regular meetings of the Members are required to be held.  If such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act. In any instance in which the approval of the Members is required under this Agreement, such approval may be obtained in any manner permitted by the Act. Unless otherwise provided in this Agreement, approval of the Members means the approval of a Majority In Interest of the Members. To the extent permitted by the Act, any action required or


permitted to be taken at a meeting of the Members or the Board, as the case may be, may be taken without a meeting by written action signed by the number of Members or Directors who would be required to take the same action at a meeting of the Members or Board at which all Members or Directors were present. The written action is effective when signed by the required number of Members or Directors, unless a different effective time is provided in the written action.


9.9     Execution of Documents. In order to document actions authorized or permitted by this Agreement, each check, contract, deed, lease, promissory note, deed of trust, escrow instruction, bond, release or any other documents of any nature whatsoever, in any way pertaining to the Company or on behalf of the Company, shall be signed by the person or persons designated from time to time by the Managing Member.


		
	9.10
	Liability/Indemnification.




9.10.1    Neither any Member nor any Director shall be liable, responsible or accountable in damages or otherwise to the Company or to the other Members or Directors for any acts performed within the scope of the authority conferred on such Member or Director by this Agreement, except for such Member’s or Director’s gross negligence, willful misconduct or breach of fiduciary duty. The Company shall indemnify and hold harmless the Members and Directors (individually, each an “Indemnitee”) from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, brought against, or threatened against, such Indemnitee by reason of the fact such Indemnitee was a Member or Director of the Company. Such indemnification shall be provided regardless of whether the Indemnitee continues to be a Member or Director at the time any such liability or expense is paid or incurred.


9.10.2    Expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section 9.10, shall from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that such person is not entitled to be indemnified under this Section 9.10.


9.10.3    The indemnification provided by this Section 9.10 shall be in addition to any other rights to which the Indemnitee may be entitled under any agreement, vote of the Members, as a matter of law or equity or otherwise and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.


9.10.4    The Company shall purchase and maintain insurance, at the Company’s expense, on behalf of the Members, Directors, the Managing Member and such other persons as the Managing Member shall reasonably determine against any liability that may be asserted against, or any expense that may be incurred by, such persons in connection with the activities of the Company and/or the acts or omissions of such persons regardless of whether the


Company would have the power to indemnify such persons against such liability under the provisions of this Agreement.


9.10.5    Any indemnification under this Section 9.10 shall be satisfied solely out of the assets of the Company. No Member shall be subject to personal liability or required to provide any funds, or to cause any funds to be provided, to Company to satisfy any indemnification obligation of the Company under this Section 9.10.


9.11    Compensation of the Directors and the Managing Member. Except for the reimbursement of expenses provided in Section 13.5 and any services provided by the Managing Member pursuant to a written agreement entered into between the Company and the Managing Member, the Directors and the Managing Member shall receive no compensation for services rendered to the Company.


9.12    No Withdrawal of Members. No Member shall have the right to withdraw from the Company.


9.13    Umbrella Insurance To Be Maintained by RLH Member. The Company will maintain primary and excess liability insurance coverage with limits of not less than $75 million, covering the Company, Holdco and the Owners, and if permitted by the insurance carriers, the RLH Member shall arrange for the Company, Holdco and the Owners to be additional insureds on coverage maintained by the RLH Member with limits of not less than $75 million, in which event the Company will pay a reasonably allocated share of the premiums for such coverages.


		
	10.
	RESTRICTIONS ON TRANSFER; NEW MEMBERS.




10.1    Limitations on Transfers. Except as set forth in Sections 10.2 and 10.3 below, no Member shall for any reason, whether voluntarily, involuntarily or by operation of law, Transfer all or any of such Member’s Member Interest, without the prior written consent of the Members.  (For purposes of this Section 10, a Transfer subject to this Section 10 shall include the Transfer of all or substantially all of the ownership interests in or the control over a Member, and in such case, the provisions of this Section 10 shall treat such Transfer as if it is a transfer of all of the Member Interests of the Member the ownership interests in or control of which are the subject of the Transfer.) Notwithstanding the foregoing or any other provisions contained in this Agreement, under no circumstances shall any Member Transfer, or enter into any agreement or arrangement contemplating a Transfer, of any portion of such Member’s Member Interest if the proposed Transfer would violate the terms of (a) any loan agreement to which the Company or Owner is party, (b) any loan secured by any Property, or (c) any guaranty of any obligations of the Company or Owner given to a third party lender providing a loan secured by any of the Properties. Any Transfer not expressly permitted in this Agreement shall be null and void. A transferee of a Member Interest shall have the right to become a substitute Member only if (i) consent of the Members is given (if required), (ii) such person executes an instrument satisfactory to the Members accepting and adopting the terms and provisions of this Agreement, and (iii) such person pays any reasonable expenses in connection with his or her admission as a substitute Member. The admission of a substitute Member shall not release the


Member who assigned the Member Interest from any liability that such Member may have to the Company.


10.2    Excluded Transfers. The provisions of Sections 10.1, 10.3 and 10.4 shall not apply to: (a) any Transfer by a Member of any of its Member Interests to an Affiliate of such Member; (b) in the case of the RLH Member, any purchase of any of the stock of the RLH Member; or (c) in the case of the Shelbourne Member, (i) any Transfer of any direct or indirect ownership interests in the Shelbourne Member by one or more of the direct or indirect owners of the Shelbourne Member to any one or more other direct or indirect owners of the Shelbourne Member, (ii) any Transfer of any direct or indirect ownership interests in the Shelbourne Member or in any owner of the Shelbourne Member that is not described in the foregoing (i) or
(ii) and does not constitute a Transfer of control of the Shelbourne Member. Notwithstanding any other provision of this Section 10, while the CS Loan is outstanding no Transfer of Member Interests shall occur unless either (x) it is a Permitted Transfer (as that term is defined in the Loan Agreement for the CS Loan) or (y) it has the prior written consent of the Agent (as that term is defined in the Loan Agreement for the CS Loan).


		
	10.3
	Right of First Offer for Member Interests.




10.3.1    No Member shall solicit, offer or accept any proposal to Transfer all or any portion of such Member’s Member Interest without first offering the same to the other Member in accordance with this Section 10.3.


10.3.2    If at any time and from time to time (1) a Member desires to offer all or any part of the Member’s Member Interest for Transfer to any third party not Affiliated with such Member or (2) a Member receives from a third-party purchaser not Affiliated with such Member a bona fide written offer for the purchase of all or any part of the Member’s Member Interest on terms which such Member desires to accept (the terms of such offer, in the case of either (1) or (2), including the share of the Member’s Member Interest to be the subject of the proposed Transfer, the applicable sales price, method of payment of the sales price, anticipated closing date measured from the date of any to-be-executed contract, and any other
material specified terms of the offer being herein called, in the aggregate, the “Transfer Offer”), then the Member desiring so to make or accept the Transfer Offer (the “ROFO Initiating Member”) shall provide written notice of the terms of such Transfer Offer (the “ROFO Sale Notice”) to the other Member (the “ROFO Non-Initiating Member”) (The share of the ROFO Initiating Member’s Member Interest offered in the Transfer Offer is the “ROFO Offered Interests”. The Transfer Offer offered to the ROFO Non-Initiating Member is the “ROFO Offer”.)


10.3.3    The ROFO Non-Initiating Member shall have thirty (30) days from the date of the ROFO Sale Notice (the “ROFO Response Period”) to provide written notice to the ROFO Initiating Member of the ROFO Non-Initiating Member’s election to accept the
ROFO Offer.


10.3.4    If the ROFO Non-Initiating Member elects to accept the ROFO Offer, then the Members shall consummate the Transfer on the terms of the ROFO Offer.


10.3.5    If the ROFO Non-Initiating Member does not elect to accept the ROFO Offer, then for a period of up to six (6) months following the expiration of the Response Period (the “Transfer Sale Period”) the ROFO Initiating Member shall have the right to consummate and close with a third-party purchaser not Affiliated with such Member the Transfer of the ROFO Offered Interests at a price that is at least ninety-five percent (95%) of the price set forth in the ROFO Offer and otherwise on terms that are no more advantageous to the third-party purchaser than in the ROFO Offer.  If the ROFO Initiating Member is unable within such Transfer Sale Period to consummate and close with a third-party the purchaser the sale of the Member Interests at a price that is at least ninety-five percent (95%) of the price set forth in the ROFO Offer and otherwise on terms that are no more advantageous to the third-party purchaser than in the ROFO Offer, then the ROFO Initiating Member must again submit a new offer to the Non-Initiating Member under the terms of this Section 10.3 before the ROFO Initiating Member may solicit, offer or accept any proposal to Transfer any of the Member Interests of the ROFO Initiating Member to any third party not Affiliated with such Member.


10.4    Title. Upon any Transfer of Member Interests in the Company made in accordance with the terms of this Agreement, the transferee shall take, own, hold and Transfer such Member Interests in the Company pursuant and subject to each and all of the provisions, conditions and covenants of this Agreement, as fully as if such transferee were designated as a Member herein. As a condition precedent to any Transfer of Member Interests in the Company, the transferee shall agree in writing to be bound by all provisions of this Agreement.


10.5    No Dissolution. If a Member Transfers all or any part of its interests in the Company without complying with the provisions of this Agreement, such action shall not cause or constitute a dissolution of the Company.


10.6    New Members. No new Member may be admitted into the Company without the consent of the Members. No new Member shall be issued any Member Interest in return for services.


11. PURCHASE OF MEMBER’S INTEREST UPON BANKRUPTCY O F A  MEMBER.


11.1    Rights to Purchase Upon Bankruptcy of a Member. Upon the Bankruptcy of a Member (a “Termination Event”), the Company and/or the Member other than the bankrupt Member (the “Other Member”) shall have the right to purchase, and the bankrupt Member’s estate or legal representative (collectively, the “Former Member”) shall sell, all or any portion of the Former Member’s Member Interest in the Company, as set forth in the following sections:


11.2     Right to Purchase Forme r Member’s M ember Int e rest b y Compan y and/or  Other Member. Within thirty (30) days after the fair market value of the Former Member’s Member Interest has been determined in accordance with Section 11.3 (the “Company Acceptance Period”), the Company (as determined by the Other Member) or the Other Member shall notify the Former Member in writing (the “Termination Event Notice”) of the Company’s or the Remaining Member’s desire to purchase all or a portion of the Former Member’s Member Interest, in which case, the Company or the Other Member, as applicable, shall purchase and the


Former Member shall sell, the Former Member’s Member Interest, in accordance with this Article 11. The failure of Company or the Other Member to submit a Termination Event Notice within the Company Acceptance Period shall constitute an election on the part of the Company and the Other Member not to purchase any of the Former Member’s Member Interest. A Termination Event Notice shall specify the amount of the Former Member’s Member Interest that the Company or the Other Member, as applicable, desires to purchase. If the Company and the Other Member do not collectively elect to purchase all of the Former Member’s Member Interest, the Former Member’s heirs or successors in interest (collectively, “Successor”), as the case may be, shall retain any portion of the Former Member’s Member Interest not so purchased by the Company and/or the Other Member. Such Successor shall not have the power or authority to conduct Company business.


11.3    Purchase Price. The purchase price for all of the Former Member’s Member Interest shall be the fair market value of the Former Member’s Member Interest as determined by an independent third party appraiser with at least ten (10) years’ experience valuing company ownership interests and who is acceptable to the Board in their reasonable discretion within thirty (30) days following delivery of notice by the Company or the Other Member requesting determination of such fair market value. If an appraiser is not agreed upon by the Board, then the selection of an appraiser meeting the foregoing criteria shall be promptly submitted to the American Arbitration Association for a determination in accordance with its rules. The parties shall use their best efforts to obtain an expedient determination of fair market value. The fees of the appraiser and any arbitrator(s) and the costs to be paid to the American Arbitration Association shall be paid fifty percent (50%) by the Other Member or the Company, as applicable, and fifty percent (50%) by the Former Member.


11.4    Payment of Purchase Price. The Company and/or the Other Member, as the case may be, shall pay to the Former Member at the Closing (as hereafter defined) one-fifth (1/5) of the purchase price for the Former Member’s Member Interest being acquired, with the balance of the purchase price to be paid to the Former Member in four (4) equal annual principal installments, plus accrued interest, each year on the anniversary date of the Closing. The unpaid principal balance shall accrue interest at the current applicable federal rate as provided in the Code for the month in which the initial payment is made, but the Company and/or the Other Member, as the case may be, shall have the right to prepay the balance of the promissory note(s) referenced below in full or in part at any time without penalty. The obligation of the Other Member and/or the Company, as applicable, to pay its respective portion of the balance due shall be evidenced by a separate promissory note executed by the Other Member and/or the Company, as applicable. Each such promissory note shall be in an original principal amount equal to the portion owed by the Other Member or the Company, as applicable. The promissory note executed by the Other Member shall be secured by a pledge of that portion of the Former Member’s Member Interest purchased by the Other Member.


11.5     C losi ng of Purchas e of Former Membe r’s Inte rest . The closing for the sale of a Former Member’s Member Interest pursuant to this Article 11 (the “Closing”) shall be held at 10:00 a.m. at the principal office of Company no later than sixty (60) days after the determination of the purchase price, except that if the date of the Closing falls on a Saturday, Sunday or Colorado legal holiday, then the Closing shall be held on the next succeeding business


day. At the Closing, the Former Member shall deliver to the Company and/or the Other Member, as appropriate, an instrument of Transfer, containing warranties of title and no encumbrances, conveying the Former Member’s Member Interest purchased by the Company and/or the Other Member. The Former Member, the Company and/or the Other Member, as applicable, shall do all things and execute and deliver all papers as may be reasonably necessary fully to consummate such sale and purchase in accordance with the terms and provisions of this Agreement.


		
	12.
	DISSOLUTION AND WINDING UP OF THE COMPANY.




12.1    Dissolution of Company. The Company shall be dissolved upon the happening of any of the following events (each a “Dissolution Event”):


		
	(a)
	The written consent of all of the Members;




		
	(b)
	Entry of a judicial decree of dissolution pursuant to the Act; or




		
	(c)
	The sale of substantially all of the Company’s assets.




12.2    Winding Up of the Company. Upon dissolution of the Company, the Members shall wind up the affairs and liquidate the assets of the Company in accordance with the provisions of this Section and the Act. Net Profits, Net Losses, Nonrecourse Deductions, Member Nonrecourse Deductions and all other Company items shall be allocated until the liquidation is completed in the same ratio as such items were allocated prior thereto. The proceeds from liquidation of the Company when and as received by the Company shall be utilized, paid and distributed in the following order:


(a)    First, to pay expenses of liquidation;






the Members;
		
	(b)
	 
Next, to pay the debts of the Company to third parties other than













Members;
		
	(c)
	 
Next, to pay the debts of the Company owing to creditors who are









(d)    Next, to the establishment of any Cash Reserves (such Cash Reserves to be paid and distributed in accord with this Section 12.2 if and when no longer required);


(e)    Finally, in accordance with the Distribution provisions set forth in Section 8.1 (for each Member, such Member’s “Final Distribution”).


12.3    Right To Receive Property. The Members shall have no right to demand or receive property other than cash as Distributions.


12.4    Target Final Balance.  Notwithstanding anything herein to the contrary, the Company’s income, gain, losses, deductions and credits for the Fiscal Year or other period in which the Company dissolves and liquidates shall be allocated to and among the Members in a manner such that the Capital Account balance of each Member, immediately after giving effect


to such allocations, shall, as nearly as possible, equal such Member’s Final Distribution (as determined immediately prior to the time Distributions are made to any Member in respect of the Final Distribution). For purposes of this Section 12.4, the allocation provisions contained in this Agreement are intended to produce a final Capital Account balance for each Member (such Member’s “Target Final Balance”) that is equal to such Member’s Final Distribution and that to the extent that the allocation provisions of this Agreement would not produce the Target Final Balance for any Member, then this Agreement shall be automatically amended, and allocations of items of Company income (including gross income), gain, deductions and/or losses shall be made to and among the Members for the Fiscal Year or other relevant period in which the Final Distribution will be made (and, if and to the extent necessary, for any prior Fiscal Year or other period if the United States federal income tax return of the Company for such prior Fiscal Year or other period has not yet been filed or is still open and can be amended) as necessary to cause the respective positive Capital Account balance of each Member to be equal to such Member’s Target Final Balance. This Section 12.4 shall apply without regard to any allocation or re- allocation that may be required and/or imposed by the Internal Revenue Service or any other tax authority in any audit, proceeding or otherwise.


		
	13.
	BOOKS AND RECORDS; EXPENSES.




13.1    Books of Account. The Company shall, at the Company’s sole cost and expense, keep adequate books of account of the Company wherein shall be recorded and reflected all of the Capital Contributions and all of the income, expenses and transactions of the Company and a list of the names, addresses and number of Member Interests in the Company held by the Members in alphabetical order. The books and records shall be maintained in accordance with generally accepted accounting principles consistently applied, and each Member shall have complete access to the books and records of the Company upon providing reasonable notice to the Managing Member.


13.2    Accounting and Reports. The Managing Member shall serve as the “Tax Matters Partner” and shall, at the Company’s sole cost and expense, cause federal and state returns for the Company to be prepared and filed with the appropriate authorities, and shall furnish to the Members, within one hundred twenty (120) days after the close of each Fiscal Year, such financial information with respect to each Fiscal Year as shall be reportable for federal and state income tax purposes. The Tax Matters Partner shall provide reasonable opportunity for the Board to review federal and state tax returns prior to filing.


13.3    Banking. All funds of the Company shall be deposited in a separate bank account or accounts as shall be determined by the Managing Member and approved by the Board. All withdrawals therefrom shall be made upon checks signed by the person or persons designated by the Managing Member with approval of the Board.


13.4    Accountants. The Managing Member shall select the accountants for the Company with approval of the Board.


13.5    Expenses of Company. All direct out-of-pocket expenses actually and reasonably incurred by the Managing Member in conducting the Company’s business and either in an Approved Budget or otherwise approved by the Board shall be billed to and paid by the


Company or if paid by the Managing Member or a Member, the Managing Member or such Members may be reimbursed for such direct expenses without interest.


14.ADJUSTMENT OF BASIS ELECTION. In the event of a Transfer of any Member Interest in the Company (other than the transfer of the 45% Member Interest in the Company by the RLH Member to the Shelbourne Member described in Section 6.1), or in the event of a Distribution of the property of the Company to any Member, the Managing Member shall, at the request of the transferee Member, file an election, in accordance with Section 754 of the Code and applicable Treasury Regulations, to cause the basis of the Company’s property to be adjusted for federal income tax purposes, as provided in Sections 734, 743 and 754 of the Code.


15.WAIVER OF ACTION FOR PARTITION. Each of the Members hereby irrevocably waives, during the term of the Company, any right such Member may have to maintain any action for partition with respect to any property of the Company.


16.AMENDMENTS. Amendments to this Agreement may be made only if approved by a vote of a Majority In Interest of the Members.


17.EQUITABLE RELIEF. The rights granted to the parties hereunder are of a special and unique kind and character, and if there is a breach by any party of any material provision of this Agreement, the other parties would not have an adequate remedy at law. Therefore, the rights of the parties under this Agreement may be enforced by equitable relief as is provided under the laws of the State of Delaware.


18.NOTICES. Any and all notices, demands or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly delivered to another party only if served either by overnight courier service or if deposited in the United States first class mail, certified return receipt requested, postage prepaid at the address set forth on Exhibit A next to each Member’s name. If such notice is sent by overnight courier service, service shall be conclusively deemed made at the time of written confirmation of receipt, if on or before 5:00 p.m. local time on a legal business day at the place of receipt, and if not, then on the next legal business day thereafter. If such notice, demand or other communication is given by mail, service shall be conclusively deemed made on the date shown on the return receipt as the date delivery was accepted or refused. The address for delivery of notices, demands or other communications for each Member is set forth on Exhibit A next to each Member’s name. Any party hereto may change its address for the purpose of receiving notices, demands and other communications as herein provided by a written notice given in the manner aforesaid to the other party or parties hereto.


19.LEGAL REPRESENTATION. EACH MEMBER REPRESENTS AND WARRANTS THAT SUCH MEMBER HAS BEEN ADVISED THAT SUCH MEMBER MAY BE REPRESENTED BY COUNSEL OF SUCH MEMBER’S OWN CHOOSING IN THE PREPARATION AND ANALYSIS OF THIS AGREEMENT AND EACH MEMBER HAS CONSENTED TO THE JOINT REPRESENTATION BY COUNSEL FOR ALL MEMBERS IN THE PREPARATION OF THIS AGREEMENT. EACH MEMBER HAS READ THIS


AGREEMENT WITH CARE AND BELIEVES THAT SUCH MEMBER IS FULLY AWARE OF AND UNDERSTANDS THE CONTENTS THEREOF AND THEIR LEGAL EFFECT.


20. ATTORNEYS’ FE ES . Should any party hereto institute any action or proceeding at law or in equity to enforce any provision hereof, including an action for declaratory relief or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys’ fees and costs for services rendered to the prevailing party in such action or proceeding.


21.INDEPENDENT ACTIVITIES OF MEMBERS. Each Member may engage in or possess an interest in other business ventures of every nature and description, independently or with others, including, but not limited to, the ownership, financing, leasing, operation, management, syndication, brokerage and development of real property or any other investment asset or venture, and neither the Company nor the other Members shall have, and each of them hereby expressly waives, relinquishes and renounces any right by virtue of this Agreement in and to such independent ventures or to the income or profits derived therefrom.


22.INVESTMENT REPRESENTATIONS OF THE MEMBERS. Each Member, by executing this Agreement, hereby acknowledges, covenants, represents and warrants to the Company and the other Members, and each of them, as follows:


22.1    Risks of Investment. Such Member realizes that such Member’s investment in the Company involves an element of substantial uncertainty as to the potential for profitability of the business of the Company.


22.2    Income Tax Matters. The Company has not requested a tax ruling on behalf of the Company to the effect that the Company will be taxed as a partnership for federal income tax purposes, nor does the Company intend to request such a ruling. It is the intention of the Members that the Company be treated for federal income tax purposes as a partnership.


22.3    Securities Matters. Such Member understands that the interests in the Company have not been registered with the Securities and Exchange Commission or qualified with any state securities agency, in reliance upon exemptions therefrom which are predicated, in part, upon the information previously provided by each of the Members and the following representations:


(a)    Such Member understands that in addition to the restrictions imposed by applicable federal and state securities laws, the right to Transfer a Member Interest is restricted by the terms of this Agreement. No Transfer will be permitted if, in the opinion of counsel for the Company, such Transfer will violate applicable federal or state securities laws. The burden and expense will be borne by the Member desiring to Transfer its Member Interests to satisfy the Company that all of the conditions of Transfer have been satisfied. In addition, even if the Member meets all of these requirements, there is no present market for Member Interests and none is anticipated to develop;


(b)    Such Member represents that such Member is acquiring such Member’s Member Interests in the Company for investment purposes and for such Member’s own account, with no present intention of dividing the same with others, or reselling or otherwise distributing such Member Interests, and such Member will not sell or otherwise dispose of such Member Interests in violation of the Securities Act of 1933, as amended, or any applicable state securities laws or regulations promulgated thereunder;


(c)    Such Member represents that such Member is capable of bearing the economic risk of such Member’s investment in the Company (meaning such Member can afford either a complete loss of the investment or hold it indefinitely without materially adversely affecting such Member’s standard of living, causing financial difficulties, or impairing such Member’s ability to meet current needs and possible personal contingencies);


(d)    Such Member represents that such Member either has a preexisting personal or business relationship with the other Members, or by reason of such Member’s business or financial experience or the business or financial experience of such Member’s professional advisors who are unaffiliated with and not compensated by any other Member, or any Affiliate or any selling agent of any other Member, has the capacity to protect such Member’s Member Interests in the Company;


(e)    That prior to the execution hereof, such Member had knowledge that the persons listed upon Exhibit A would become members of the Company upon their execution hereof, and such desires and consents to the association of each of them as Members of this Company;


(f)    Such Member recognizes that the Company will be newly organized and therefore has no financial or operating history. For this reason and others, purchase of Member Interests as an investment involves special risks; and


(g)    Such Member is a bona-fide resident of the state in which the principal address of such Member is located, as set forth on Exhibit A hereto.


		
	23.
	SPECIAL OFAC PROVISIONS; OTHER SPECIAL PROVISIONS.




23.1    No Illegal Activity as Source of Funds. Each Member hereby represents, warrants and covenants to each of the other Members that no portion of the Member’s Capital Contributions has been or will be derived (directly or indirectly) from proceeds of any illegal activity.


23.2    Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. The Members hereby represent and warrant to each other that: to the actual knowledge of the respective Members, each Person owning an interest (directly or indirectly) in a Member: (A) is not currently identified on the OFAC List, and (B) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States. The Managing Member shall implement and apply, on behalf of the Company, procedures to ensure the foregoing representations and warranties remain true


and correct at all times. In addition, the Managing Member shall implement and apply procedures to ensure that none of the tenants at any of the Project is a Person (x) currently identified on the OFAC List or (y) with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States.


23.3    Requirements of Law. The Managing Member , at all times, shall use good faith efforts to cause the Company to comply with all Applicable Law relating to money laundering, anti-terrorism, trade embargoes and economic sanctions, now or hereafter in effect.


23.4    Special Investment Company Provisions. Each Member hereby represents, warrants and covenants to each of the other Members that such Member is not an “investment company,” or a company “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.


23.5    Representations Regarding ERISA. The assets of each Member are not and will not become treated as “plan assets”, whether by operation of law or under regulations promulgated under the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


		
	24.
	DISPUTES – ARBITRATION.




24.1    Arbitration. Any dispute arising between the Member or between the Company and a Member shall be resolved through a binding arbitration proceeding (an “Arbitration Proceeding”) conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association with expedited procedures in effect on the date thereof. The arbitrator shall have authority to award reasonable attorney’s fees for costs for any party to the arbitration. The arbitration hearing shall be conducted in Chicago, IL.


24.1.1    The Member desiring arbitration shall provide written notice to the other Member (the “Arbitration Notice”) indicating (i) the matter in controversy and (ii) the name, contact information and professional resume of a Qualified Arbitrator (“Initial Arbitrator”) to arbitrate such matter in controversy. The Member receiving the Arbitration Notice shall deliver to the other Member, within ten (10) days of the receipt of the Arbitration Notice, written notice (“Second Arbitrator Notice”) of the name, contact information and professional resume of a second Qualified Arbitrator (“Second Arbitrator”) to arbitrate the matter in controversy set forth in the Arbitration Notice. The Initial Arbitrator and the Second Arbitrator shall, within ten (10) days after delivery of the Second Arbitrator Notice, agree, upon a Qualified Arbitrator (“Third Arbitrator”) and shall deliver written notice of the name, contact information and professional resume of the Third Arbitrator to each Member simultaneously.


24.1.2    In the event the Initial Arbitrator and the Second Arbitrator cannot agree on the Third Arbitrator or if such Arbitrator is unwilling to act as the Third Arbitrator, then any Member may petition the AAA (or any successor body of similar function agreed upon by the Members) to appoint a Qualified Arbitrator to act as the Third Arbitrator within five (5) days of such petition.


24.1.3    The Arbitration Proceedings shall commence ten (10) Business Days after the engagement or appointment of the third Arbitrator pursuant to this Section 24. Such Arbitration Proceedings shall be conducted in one (1) day until completion, each party shall have no more than a total of four (4) hours to present its case and to cross-examine or interrogate persons supplying information or documentation on behalf of the other party and the arbitrators shall make a determination within ten (10) Business Days after conclusion of the Arbitration Proceeding.


24.1.4    Each Member shall sign all documents and do all other things necessary to submit any such matter to arbitration and agree to, and hereby do, waive any and all rights they or either of them may at any time have to revoke their agreement hereunder to submit to arbitration and to abide by the decision rendered thereunder.


24.1.5    The costs and expenses of an Arbitration Proceeding and the arbitrators shall be shared equally by the Members, provided, however, each Member shall pay its own counsel and other professional fees and expenses with respect to such Arbitration Proceeding.


24.1.6    The final decision and award in which any two of the arbitrators agree shall be in writing, shall be binding on the Members and shall be nonappealable, and counterpart copies thereof shall be delivered to the Members. A judgment or order based upon such award may be entered in any court of competent jurisdiction. All actions necessary to implement the decision of the arbitrators shall be undertaken as soon as possible, but in no event later than five (5) Business Days after the rendering of such decision.


24.1.7    For purposes of this Section 24, a “Qualified Arbitrator” shall mean an individual (i) having at least ten (10) years of professional experience with matters like that which is subject matter of the dispute being submitted to arbitration, and (ii) is neutral and shall have had no prior notice, information or discussions concerning the dispute and, at such time or for the previous ten (10) years, shall not have been employed by or associated with or agent of any Member or any Affiliate of either of them.


		
	25.
	MISCELLANEOUS.




25.1    Applicable Law. This Agreement shall, in all respects, be governed by the laws of the State of Delaware applicable to agreements executed and to be wholly performed within the State of Delaware.


25.2    Severability. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Agreement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.


25.3    Further Assurances. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and


things reasonably necessary in connection with the performance of their obligations hereunder to carry out the intent of the parties hereto.


25.4    Successors and Assigns. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.


25.5    Number and Gender. In this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each be deemed to include the others whenever the context so requires.


25.6    Entire Agreement; Amendments. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and canceled in their entirety and are of no further force or effect.  Except as otherwise expressly permitted pursuant to this Agreement, no alteration, modification or amendment of this Agreement shall be made unless in writing and signed (in counterpart or otherwise) by the Members. Furthermore, until the CS Loan has been repaid, the Members shall not amend this Agreement or the Certificate of Formation without the prior written consent of Agent (as defined in the Loan Agreement for the CL Loan) in its Permitted Discretion (as defined in the Loan Agreement for the CL Loan).


25.7    Waiver. A waiver of any provision of this Agreement shall be valid only if it is in writing and signed by the party making the waiver. No waiver by any party hereto of any breach of this Agreement or any provision hereof shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision hereof.


25.8    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


25.9    Interpretation. The captions appearing at the commencement of the sections hereof are descriptive only and for convenience in reference. No provision of this Agreement is to be interpreted for or against any party because that party or that party’s legal representative drafted such provision. Pronouns, wherever used herein, and of whatever gender, shall include natural persons and corporations and associations of every kind and character, and the singular shall include the plural wherever and as often as may be appropriate. Whenever the terms “hereof”, “hereby”, “herein”, or words of similar import are used in this Agreement they shall be construed as referring to this Agreement in its entirety rather than to a particular Section or  provision,  unless  the  context  specifically  indicates  to  the  contrary.   Whenever the           words “include” and “including” are used herein, they shall be construed to mean “including, without limitation”. Any reference to a particular “Article” or a “Section” shall be construed as referring to the indicated Article or Section of this Agreement unless the context indicates to the contrary.


25.10    Parties in Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on


any persons other than the parties and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement.


25.11    No Authority. No Member shall have the duty to inquire into the authority of another Member to act.  All of the Members shall be presumed to have the authority to  execute this Agreement and to carry out any acts contemplated hereby.


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]






IN WITNESS WHEREOF, the parties have executed this Agreement on the date first hereinabove mentioned.






		
	Members
	Red  Lion Hotels Corporation, a Delaware corporation






By: __/s/ Thomas L. McKeirnan         
Name:  Thomas L. McKeirnan
Its:  Executive Vice President


Shelbourne Falcon RLHC Hotel Investors LLC, a Delaware limited  liability company




By: __/s/Joseph L. Fox                     
Name:  Joseph L. Fox
Its:  President




















































Signature page Amended and Restated LLC Agreement -RL Venture LLC












LIMITED LIABILITY COMPANY AGREEMENT OF RL VENTURE LLC


Exhibit A


MEMBERS AND INITIAL CAPITAL CONTRIBUTIONS


	
			
	

NAME
	PARTICIPATION PERCENTAGE
	INITIAL CAPITAL CONTRIBUTIONS

	Red Lion Hotel Corporation Address:
W. 201 North River Drive Spokane, WA 99201 Attn: Gregory T. Mount
Thomas L. McKeirnan
	55%
	$22,556,424

	Shelbourne Falcon RLHC Hotel Investors, LLC Address:
Suite 300
595 East Lancaster Avenue Radnor PA 19087
Attn:  Joseph L. Fox
	45%
	$18,455,256






Total Initial Capital    $41,011,679


Exhibit “B”


DIRECTORS


Appointed by RLH Member:


Gregory T. Mount Jim Bell
Thomas McKeirnan Appointed by Shelbourne Member:
Joseph L. Fox Todd Seneker Alex Washburn


Director chosen by RLH Member from five (5) independent individuals whose names have been provided by the Shelbourne Member:


Marianne Menapace


Exhibit C


LIST OF THE PROPERTIES


Red Lion Hotel at the Park, 303 West River Drive, Spokane WA Red Lion Salt Lake, 161 West 600 South, Salt Lake City UT Red Lion Boise, 1800 Fairview Avenue, Boise ID
Red Lion Bend, 1415-1465 NE Third Street, Bend OR
Red Lion Coos Bay, 1313 North Bayshore Drive, Coos Bay OR Red Lion Eureka, 1929 Fourth Street, Eureka CA
Red Lion Redding, 1830 Hilltop Drive, Redding CA
Red Lion Post Falls, 414 East First Avenue, Post Falls ID Red Lion Olympia, 2300 Evergreen Park Drive, Olympia WA Red Lion Pasco, 2525 North 20th Avenue, Pasco WA
Red Lion Port Angeles, 221 North Lincoln Street, Port Angeles WA Red Lion Richland, 802 George Washington Way, Richland WA


SCHEDULE 9.2.7










Hotel at the Park
 
COMPETITIVE SETS FOR THE PROPERTIES


2015 Competitive Set for Shelbourne JV hotels





	
	
	Doubletree Spokane City Center

	Mirabeau Park Hotel & Convention Center

	Holiday Inn Express Spokane Downtown

	Red Lion River Inn Spokane

	Courtyard Spokane Downtown @ The Convention Center






Salt Lake
	
	
	Salt Lake Inn

	Radisson Salt Lake City Downtown

	Royal Garden Inn

	Shilo Inn Suites Hotel Salt Lake City

	Crystal Inn Salt Lake City Downtown






Boise
	
	
	Boise Hotel & Conference Center

	Rodeway Inn

	Boise Riverside Hotel

	Shilo Inn Boise Riverside

	Shilo Inn Boise Airport






Bend
	
	
	La Quinta Inns & Suites Bend

	Shilo Inn Suites Hotel Bend

	Holiday Inn Express & Suites Bend

	Fairfield Inn & Suites Bend Downtown

	Comfort Inn & Suites Bend

	Extended Stay America Seattle Redmond








Coos Bay
	
	
	Best Western Plus Holiday Motel

	Motel 6 Coos Bay








Quality Inn & Suites @ Coos Bay


Eureka
	
	
	Best Western Plus Bayshore Inn

	Best Western Plus Humboldt Bay Inn

	Econolodge Eureka

	Motel 6 Eureka

	Travelodge Eureka

	Quality Inn Eureka

	Super 8 Eureka

	Days Inn Eureka

	Rodeway Inn Eureka

	Comfort Inn Eureka

	Clarion Hotel Humboldt Bay






Redding
	
	
	Holiday Inn Redding

	Best Western Plus Hilltop Inn

	LaQuinta Inn & Suites Redding

	Quality Inn Redding

	Oxford Suites Redding

	Comfort Inn Redding

	Hampton Inn & Suites Redding






Post Falls
	
	
	Best Western Plus Coeur D Alene Inn

	Mirabeau Park Hotel & Convention Center

	Shilo Inn Suites Coeur D Alene

	Comfort Inn Post Falls

	FairBridge Inn Express Post Falls

	Holiday Inn Express Spokane Valley

	Comfort Inn & Suites Spokane Valley

	Best Western Plus Peppertree Liberty Lake Inn






Olympia






	
	
	Comfort Inn Lacey Olympia

	Quality Inn & Suites Lacey

	La Quinta Inns & Suites Lacey

	DoubleTree Olympia

	Extended Stay America Olympia Tumwater

	Comfort Inn Conference Center Tumwater Olympia






Pasco
	
	
	Red Lion Hotel Pasco

	Shilo Inn Suites Hotel Richland

	Sleep Inn Pasco

	Holiday Inn Express & Suites Pasco Tricities

	Best Western Plus Pasco Inn & Suites






Port Angeles
	
	
	Quality Inn Uptown Port Angeles

	Days Inn Port Angeles

	Quality Inn & Suites @ Olympic National Park Sequim

	Holiday Inn Express & Suites Sequim






Richland
	
	
	Days Inn Richland

	Shilo Inn Suites Hotel Richland

	Hampton Inn Richland Tri Cities

	Holiday Inn Express & Suites Richland

	Holiday Inn Express & Suites Pasco Tricities

	Courtyard Richland Columbia Point