EX-10.23



 Exhibit 10.23 
 LEASE AGREEMENT 
 DATED AS OF OCTOBER 8, 2010 

BY AND BETWEEN 

ESA P PORTFOLIO L.L.C., 
 ESA P PORTFOLIO MD TRUST, AND 
 ESH/TN PROPERTIES L.L.C. 

INDIVIDUALLY AND COLLECTIVELY 
 AS LANDLORD 
 AND 

ESA P PORTFOLIO OPERATING LESSEE INC. 
 AS TENANT 







 TABLE OF CONTENTS 

 

							
	Article 1	 	DEFINITIONS	  	 	1	  
	Article 2	 	LEASED PROPERTY AND TERM	  	 	9	  
		 	2.1 Leased Property	  	 	9	  
		 	2.2 Condition of Leased Property	  	 	10	  
		 	2.3 Fixed Term	  	 	11	  
		 	2.4 Renewal Term	  	 	11	  
	Article 3	 	RENT	  	 	11	  
		 	3.1 Rent	  	 	11	  
		 	3.2 Confirmation of Percentage Rent	  	 	13	  
		 	3.3 Additional Charges	  	 	14	  
		 	3.4 Payment of Impositions	  	 	14	  
		 	3.5 Late Payment of Rent, Etc.	  	 	16	  
		 	3.6 Net Lease	  	 	16	  
	Article 4	 	USE OF THE LEASED PROPERTY	  	 	17	  
		 	4.1 Permitted Use	  	 	17	  
		 	4.2 Compliance with Legal / Insurance Requirements, Etc.	  	 	18	  
		 	4.3 Environmental Matters	  	 	18	  
	Article 5	 	REPAIRS, MAINTENANCE, AND REPLACEMENTS	  	 	19	  
		 	5.1 Repairs and Maintenance Costs that are Expensed	  	 	19	  
		 	5.2 Routine Capital Expenditures and FF&E	  	 	20	  
		 	5.3 Capital Expenditures	  	 	21	  
		 	5.4 Ownership of Replacements	  	 	21	  
		 	5.5 Tenant’s Personal Property	  	 	21	  
		 	5.6 Yield Up	  	 	21	  
		 	5.7 Management Agreement	  	 	22	  
		 	5.8 Trademark License Agreements	  	 	22	  
	Article 6	 	IMPROVEMENTS, ETC.	  	 	23	  
		 	6.1 Improvements to the Leased Property	  	 	23	  
		 	6.2 Equipment Leases	  	 	23	  
	Article 7	 	LIENS	  	 	23	  
	Article 8	 	PERMITTED CONTESTS	  	 	23	  
	Article 9	 	INSURANCE	  	 	24	  
		 	9.1 General Insurance Requirements	  	 	24	  
		 	9.2 Waiver of Subrogation	  	 	25	  
		 	9.3 Form Satisfactory, Etc.	  	 	25	  
		 	9.4 Blanket Policy	  	 	25	  
		 	9.5 Separate Insurance	  	 	25	  
		 	9.6 Reports on Insurance Claims	  	 	26	  
		 	9.7 Indemnification of Landlord	  	 	26	  
	Article 10	 	DAMAGE, REPAIR, AND CONDEMNATION	  	 	26	  
		 	10.1 Damage and Repair	  	 	26	  
		 	10.2 Condemnation	  	 	28	  
		 	10.3 Disbursement of Award	  	 	28	  
	Article 11	 	SUBORDINATION, ETC.	  	 	28	  
		 	11.1 Subordination	  	 	28	  









							
		 	11.2 No Covenants, Conditions, or Restrictions	  	 	29	  
		 	11.3 Liens; Credit	  	 	29	  
		 	11.4 Amendments Requested by Mortgagee	  	 	29	  
		 	11.5 Cash Management System	  	 	29	  
		 	11.6 Compliance with Special Purpose Provisions	  	 	30	  
	Article 12	 	DEFAULTS AND REMEDIES	  	 	30	  
		 	12.1 Events of Default	  	 	30	  
		 	12.2 Damages	  	 	31	  
		 	12.3 Waiver of Jury Trial	  	 	32	  
		 	12.4 Application of Funds	  	 	32	  
		 	12.5 Landlord’s Right to Cure Tenant’s Default	  	 	32	  
		 	12.6 Good Faith Dispute	  	 	33	  
	Article 13	 	HOLDING OVER	  	 	33	  
	Article 14	 	LANDLORD’S NOTICE OBLIGATIONS; LANDLORD’S DEFAULT	  	 	33	  
		 	14.1 Landlord’s Notice Obligation	  	 	33	  
		 	14.2 Landlord’s Default	  	 	33	  
		 	14.3 Tenant’s Right to Cure	  	 	34	  
	Article 15	 	TRANSFERS BY LANDLORD	  	 	34	  
	Article 16	 	SUBLETTING AND ASSIGNMENT	  	 	35	  
		 	16.1 Subletting and Assignment	  	 	35	  
		 	16.2 Required Sublease Provisions	  	 	35	  
		 	16.3 Permitted Sublease and Assignment	  	 	36	  
		 	16.4 Sublease Limitation	  	 	36	  
	Article 17	 	ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS	  	 	36	  
		 	17.1 Estoppel Certificates	  	 	36	  
		 	17.2 Accounting and Annual Reconciliation	  	 	37	  
		 	17.3 Books and Records	  	 	37	  
		 	17.4 Business Plan	  	 	37	  
	Article 18	 	LANDLORD’S RIGHT TO INSPECT	  	 	38	  
	Article 19	 	GROUND LEASE	  	 	39	  
		 	19.1 Ground Leases	  	 	39	  
		 	19.2 This Lease is, in Part, a Sublease	  	 	39	  
	Article 20	 	LIMITATIONS	  	 	40	  
		 	20.1 REIT Compliance	  	 	40	  
		 	20.2 FF&E Limitation	  	 	40	  
		 	20.3 Sublease Rent Limitation	  	 	40	  
	Article 21	 	MISCELLANEOUS	  	 	40	  
		 	21.1 No Waiver	  	 	40	  
		 	21.2 Remedies Cumulative	  	 	40	  
		 	21.3 Severability	  	 	40	  
		 	21.4 Acceptance of Surrender	  	 	41	  
		 	21.5 No Merger of Title	  	 	41	  
		 	21.6 Conveyance by Landlord	  	 	41	  
		 	21.7 Quiet Enjoyment	  	 	41	  
		 	21.8 Memorandum of Lease	  	 	41	  
		 	21.9 True Lease	  	 	42	  
		 	21.10 Notices	  	 	42	  
		 	21.11 Construction; Nonrecourse	  	 	43	  


  
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		 	21.12 Counterparts; Headings	  	44
		 	21.13 Applicable Law	  	44
		 	21.14 Right to Make Agreement	  	44
		 	21.15 Disclosure of Information	  	44
		 	21.16 Operating Lease	  	45
		 	21.17 No Joint Venture or Partnership	  	45
		 	21.18 Landlord Obligations	  	45
		 	21.19 Tax Allocation	  	45

 EXHIBITS 
  

			
	EXHIBIT A	  	LAND; MINIMUM RENT; MINIMUM RENT ALLOCATIONS
	EXHIBIT B	  	PROVISIONS RELATING TO EXCESS FF&E
	EXHIBIT C	  	PROVISIONS RELATING TO PERCENTAGE RENT
	EXHIBIT D	  	TRADEMARK LICENSE AGREEMENTS
	EXHIBIT E	  	GROUND LEASED PROPERTIES


  
 - iii -









 INDEX OF DEFINED TERMS 

 



					
	 Accounting Period
	  	 	1	  
	 Accounting Period Statement
	  	 	37	  
	 Additional Charges
	  	 	14	  
	 Affiliate
	  	 	1	  
	 Annual Operating Statement
	  	 	37	  
	 Applicable Expected Life
	  	 	B-1	  
	 Applicable Laws
	  	 	1	  
	 Award
	  	 	2	  
	 Building Estimate
	  	 	21	  
	 Business Day
	  	 	2	  
	 Business Plan
	  	 	38	  
	 Capital Expenditure
	  	 	2	  
	 Capital Reserve Budget
	  	 	20	  
	 Cash Management Agreement
	  	 	2	  
	 Cash Management System
	  	 	2	  
	 CC&R(s)
	  	 	29	  
	 CERCLA
	  	 	18	  
	 Claims
	  	 	23	  
	 Code
	  	 	2	  
	 Commencement Date
	  	 	2	  
	 Condemnation
	  	 	2	  
	 Condemnor
	  	 	3	  
	 Controlling Interest
	  	 	3	  
	 Default
	  	 	3	  
	 Default Rent
	  	 	32	  
	 Emergency Requirements
	  	 	3	  
	 Entity
	  	 	3	  
	 Environment
	  	 	3	  
	 Environmental Laws
	  	 	19	  
	 ESA Brand
	  	 	3	  
	 ESH Hospitality
	  	 	3	  
	 Event of Default
	  	 	30	  
	 Excess FF&E
	  	 	B-1	  
	 Excess FF&E FMV
	  	 	B-2	  
	 Excess FF&E Notice
	  	 	B-1	  
	 Excess FF&E Repurchase Price
	  	 	B-2	  
	 Excess FF&E Value
	  	 	B-2	  
	 Excess Monthly Deposit Credit
	  	 	30	  
	 FF&E
	  	 	3	  
	 FF&E Adjustment
	  	 	B-1	  
	 FF&E Limitation
	  	 	B-1	  
	 Final Installment
	  	 	12	  
	 First Year FF&E Adjustment
	  	 	B-1	  
	 Fiscal Year
	  	 	3	  
	 Fixed Term
	  	 	11	  
	 GAAP
	  	 	3	  





					
	 GDP Deflator
	  	 	3	  
	 Government Agencies
	  	 	4	  
	 Gross Revenues
	  	 	4	  
	 Hazardous Materials
	  	 	19	  
	 Hotel
	  	 	4	  
	 HVM Manager
	  	 	4	  
	 Impositions
	  	 	4	  
	 Improvements
	  	 	9	  
	 Indebtedness
	  	 	5	  
	 Index
	  	 	5	  
	 Insurance Requirements
	  	 	6	  
	 Intangible Property
	  	 	6	  
	 Interest Rate
	  	 	6	  
	 Inventories
	  	 	6	  
	 Land
	  	 	1	  
	 Landlord
	  	 	1	  
	 Landlord Default
	  	 	33	  
	 Landlord Liens
	  	 	6	  
	 Lease
	  	 	1	  
	 Lease Year
	  	 	6	  
	 Leased Property
	  	 	9	  
	 Legal Requirements
	  	 	6	  
	 Lender
	  	 	6	  
	 Loan
	  	 	7	  
	 Loan Agreement
	  	 	7	  
	 Loan Documents
	  	 	7	  
	 Management Agreement
	  	 	7	  
	 Manager
	  	 	7	  
	 Manager’s System
	  	 	7	  
	 Market Leasing Factor
	  	 	B-2	  
	 Minimum Rent
	  	 	11	  
	 Minor Casualty
	  	 	7	  
	 Monthly Deposit Credit
	  	 	30	  
	 Mortgage
	  	 	7	  
	 Mortgagee
	  	 	7	  
	 Notice
	  	 	7	  
	 Percentage Rent
	  	 	11	  
	 Permits
	  	 	7	  
	 Permitted Encumbrances
	  	 	8	  
	 Permitted Use
	  	 	8	  
	 Person
	  	 	8	  
	 Progress Installments
	  	 	12	  
	 Real Estate Taxes
	  	 	8	  
	 Receipts
	  	 	8	  
	 Renewal Term
	  	 	11	  
	 Rent
	  	 	8	  

 
 


  
 - iv -









 

					
	 REOC
	  	 	38	  
	 REOC Parent
	  	 	38	  
	 Replacement Reserve Account
	  	 	20	  
	 Routine Capital Expenditures
	  	 	8	  
	 Special Purpose Entity
	  	 	8	  
	 Substitute Index
	  	 	8	  
	 Tenant
	  	 	1	  
	 Tenant’s Personal Property
	  	 	9	  
	 Term
	  	 	9	  
	 Threshold Allocation
	  	 	27	  
	 Thresholds
	  	 	C-1	  





					
	 Tier 1 Percentage
	  	 	C-1	  
	 Tier 1 Threshold
	  	 	C-1	  
	 Tier 2 Percentage
	  	 	C-1	  
	 Tier 2 Threshold
	  	 	C-1	  
	 Tier 3 Percentage
	  	 	C-1	  
	 Tier 3 Threshold
	  	 	C-1	  
	 Total Casualty
	  	 	9	  
	 Trademark License Agreements
	  	 	9	  
	 Uniform System of Accounts
	  	 	9	  
	 Working Capital
	  	 	9	  

 
 


  
 - v -









 LEASE AGREEMENT 

THIS LEASE AGREEMENT (this “Lease”) is entered into as of October 8, 2010, by and between ESA P PORTFOLIO L.L.C., a
Delaware limited liability company, ESA P PORTFOLIO MD TRUST, a Delaware statutory trust, and ESH/TN PROPERTIES L.L.C., a Delaware limited liability company (individually and collectively, “Landlord”), and ESA P PORTFOLIO OPERATING
LESSEE INC., a Delaware corporation (“Tenant”). 
 WITNESSETH 

WHEREAS, Landlord is the owner or lessee of certain real property constituting various hotel properties located at each address listed on
Exhibit A (the “Land”) and the buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and other improvements now or hereafter located thereon, which Land and improvements are part
of the Leased Property. 
 WHEREAS, Landlord has agreed to lease the Leased Property to Tenant and Tenant has agreed to lease
the Leased Property from Landlord, all subject to and upon the terms and conditions herein set forth. 
 NOW THEREFORE, in
consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows. 

Article 1 

DEFINITIONS 

For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms
defined in this Article 1 shall have the meanings assigned to them in this Article 1 and include the plural as well as the singular, (b) all accounting terms not otherwise defined in this Lease shall have the meanings assigned to them in
accordance with GAAP, (c) all references in this Lease to designated “Articles”, “Sections”, and other subdivisions are to the designated Articles, Sections, and other subdivisions of this Lease, and (d) the words
“herein”, “hereof”, “hereunder”, and other words of similar import refer to this Lease as a whole and not to any particular Article, Section, or other subdivision of this Lease. 

“Accounting Period” means each of 12 calendar months occurring each Fiscal Year. 

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controls, is under common
control with, or is controlled by such specified Person. For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies, or
activities of a Person, whether through ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, in no event shall Manager, HVM Manager, or the members of HVM Manager be deemed Affiliates of any of Landlord, Tenant, or
ESH Hospitality. 
 “Applicable Laws” means all applicable laws, statutes, regulations, rules,
ordinances, codes, licenses, permits, and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and administrative and








 
regulatory decrees, judgments, and orders, including, without limitation, common law rulings and determinations, relating to injury to, or the protection of real or personal property or human
health (except those requirements which, by definition, are solely the responsibility of employers) or the Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting,
licensing, permitting, investigation, remediation, and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas, or oil wells), or emissions, discharges, releases, or threatened releases of
Hazardous Substances, chemical substances, pesticides, petroleum or petroleum products, pollutants, contaminants, or hazardous or toxic substances, materials, or wastes whether solid, liquid, or gaseous in nature, into the Environment, or relating
to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas, or oil wells), or
pollutants, contaminants, or hazardous or toxic substances, materials, or wastes, whether solid, liquid, or gaseous in nature. 

“Award” means all compensation, sums, or other value awarded, paid, or received by virtue of a total or partial
Condemnation of the Leased Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees, incurred by Landlord, in connection with obtaining any such award).

 “Business Day” means any day other than Saturday, Sunday, or any other day on which banking
institutions in the State of New York are authorized by law or executive action to close. 
 “Capital
Expenditure” means the expenses necessary for non-routine, major repairs, alterations, improvements, renewals, replacements, and additions to the Hotels, including, without limitation, to the structure, the exterior façade (excluding
painting) and all of the mechanical, electrical, heating, ventilating, air conditioning, plumbing, or vertical transportation elements of the Hotel buildings, together with all other expenditures which are classified as “capital
expenditures” under GAAP. Capital Expenditures shall not include Routine Capital Expenditures. 
 “Cash
Management Agreement” means the cash management agreements executed and delivered in connection with the Loan (including, without limitation, the mortgage loan and each mezzanine loan). 

“Cash Management System” means the cash management system established pursuant to the Cash Management Agreement
and each other cash management agreement relating to, or contemplated by, the Loan and the Loan Documents. 

“Code” means the Internal Revenue Code of 1986 and, to the extent applicable, the Treasury Regulations promulgated
thereunder, each as amended from time to time. 
 “Commencement Date” means the date of this Lease.

 “Condemnation” means (a) the exercise of any governmental power with respect to the Leased Property,
whether by legal proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of the Leased Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for
condemnation are pending, or (c) a taking or voluntary conveyance of all or part of the Leased Property, or any interest therein, or right accruing thereto, or use thereof; as the result or in settlement of any Condemnation or other eminent
domain proceeding affecting the Leased Property, whether or not the same shall have actually been commenced. 

  
 - 2 -









 “Condemnor” means any public or quasi-public authority, or Person, having
the power of Condemnation. 
 “Controlling Interest” means (a) as to a corporation, the right to
exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of the Entity (through ownership of such shares or by contract), and (b) as to an Entity not a corporation, the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of the Entity. 
 “Default” means
any event or condition existing which with the giving of Notice and/or lapse of time would ripen into an Event of Default. 

“Emergency Requirements” means any of the following events or circumstances: (a) an emergency threatening imminent
damage to a Hotel, or the life or property of such Hotel’s guests, invitees, or employees; or (b) a Legal Requirement, the violation (or continued violation) of which would subject Tenant, Manager, and/or Owner to the imminent threat of
civil or criminal liability. 
 “Entity” means any corporation, general or limited partnership, limited
liability company, limited liability partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or agency or political subdivision thereof, or
any other association or entity. 
 “Environment” means soil, surface waters, ground waters, land, streams,
sediments, surface or subsurface strata, and ambient air. 
 “ESA Brand” means, collectively,
(a) the name and mark “Extended Stay America”, “Crossland Economy Suites”, “Extended Stay Deluxe”, “Homestead Suites”, “StudioPlus Deluxe Studios” and “Homestead”, alone or in
combination with other words or symbols, any variation or derivative thereof, and any names and marks confusingly similar thereto, and (b) any additional trademark or brand developed or acquired by or on behalf of any Affiliate of Landlord
after the date hereof. 
 “ESH Hospitality” means ESH Hospitality LLC, a Delaware limited liability
company, together with its successors and assigns. 
 “FF&E” means furniture, furnishings, fixtures, soft
goods, signage, equipment, and other personal property located at, or used in connection with, the operation of the Hotels. 

“Fiscal Year” means each calendar year during the Term. 

“GAAP” means generally accepted accounting principles consistently applied. 

  
 - 3 -









 “GDP Deflator” means the “Gross Domestic Product Implicit Price
Deflator” issued from time to time by the United States Bureau of Economic Analysis of the Department of Commerce, or if the aforesaid GDP Deflator is not at such time so prepared and published, any Substitute Index. Except as otherwise
expressly stated herein, whenever a number or amount is required to be “adjusted by the GDP Deflator”, or similar terminology, such adjustment shall be equal to the percentage increase or decrease in the GDP Deflator which is issued for
the month in which such adjustment is to be made (or, if the GDP Deflator for such month is not yet publicly available, the GDP Deflator for the most recent month for which the GDP Deflator is publicly available) as compared to the GDP Deflator
which was issued for the month in which the Commencement Date occurred. 
 “Government Agencies” means
any court, agency, authority, board (including, without limitation, environmental protection, planning, and zoning), bureau, commission, department, office, or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit
of the United States or the states in which the Leased Property is located or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or the Leased Property or any
portion thereof or the Hotel operated thereon. 
 “Gross Revenues” means all revenues and receipts of
every kind derived from operating the Hotels and all departments and parts thereof, including, without limitation: income (from both cash and credit transactions) from rental of guest rooms, telephone charges, stores, offices, exhibit or sales space
of every kind; license, lease, and concession fees and rentals (not including gross receipts of licensees, lessees, and concessionaires); income from vending machines; income from parking; wholesale and retail sales of merchandise; service charges;
items constituting “Allowances” under the Uniform Systems of Accounts; and proceeds, if any, from business interruption or other loss of income insurance; provided, that Gross Revenues shall not include the following: gratuities to
employees of the Hotels; federal, state, or municipal excise, sales, or use taxes or any other taxes collected directly from patrons or guests or included as part of the sales price of any goods or services; proceeds from the sale of furniture,
fixtures, and equipment; interest received or accrued with respect to the funds in any operating accounts of the Hotels; the amount of any refunds, rebates, discounts, and credits of a similar nature (including, without limitation, complimentary
hotel stays given to employees of Manager), given, paid, or returned in the course of obtaining Gross Revenues or components thereof; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); condemnation
proceeds (other than for a temporary taking); or any proceeds from any sale of the Hotels or from the refinancing of any debt encumbering the Hotels. Notwithstanding the foregoing, in the event of any inconsistency between the foregoing definition
and the definition of “Gross Operating Revenues” set out in the Management Agreement, the definition set out in the Management Agreement shall prevail, and, provided, further, that, so long as the Loan is outstanding, the definition of
Gross Revenues hereunder shall include all additional revenue items contained in the definition of “Gross Income from Operations” under the Loan Documents. 
 “Hotel” means individually, a hotel being operated by a Manager on a Leased Property, and collectively, all of the hotels being operated by a Manager on the Leased Properties. 

“HVM Manager” means HVM Manager 2 LLC, a Delaware limited liability company, together with its successors and
assigns. 

  
 - 4 -









 “Impositions” means, collectively, all taxes (including, without
limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent, or similar taxes as the same relate to or are imposed upon Tenant or the business conducted upon the Leased Property, including, without
limitation, all personal property taxes on Tenant’s Personal Property, together will all replacements, modifications, alterations, and additions thereto), assessments (including, without limitation, all assessments for public improvements or
benefit, whether or not commenced or completed prior to the date hereof), water, sewer, or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization, and similar fees), and all
other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Tenant (including, without
limitation, all interest and penalties thereon due to any failure in payment by Tenant), which at any time prior to, during, or in respect of the Term hereof may be assessed or imposed on, or in respect of, or be a lien upon (a) Landlord’s
interest in the Leased Property, (b) the Leased Property, or any part thereof, or any rent therefrom, or any estate, right, title, or interest therein, or (c) any occupancy, operation, use, or possession of, or sales from, or activity
conducted on, or in connection with, the Leased Property, or the leasing or use of the Leased Property or any part thereof by Tenant; provided, that nothing contained herein shall be construed to require Tenant to pay (i) any tax based on net
income, net worth, or capital imposed on Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee or other tax imposed with respect to the sale, exchange, or other disposition by Landlord of any Leased Property or the
proceeds thereof, (iv) any single business, gross receipts tax (from any source other than the rent received by Landlord from Tenant), or similar taxes as the same relate to or are imposed upon Landlord, except to the extent that any tax,
assessment, tax levy, or charge that would otherwise be an Imposition under this definition which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy, or charge set forth in clause
(i) or (ii) preceding is levied, assessed, or imposed expressly in lieu thereof, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed
by law, or to pay any tax or imposition, except to the extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.4, (vi) any Impositions imposed on Landlord that are a result of Landlord not being
considered a “United States person” as defined in Section 7701(a)(30) of the Code, (vii) any Impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant
pursuant to the terms of this Lease or (viii) any Impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement entered into by Landlord governing Landlord’s conduct or operation or as a result of
the negligence or willful misconduct of Landlord. 
 “Indebtedness” means all obligations, contingent or
otherwise, which in accordance with GAAP should be reflected on the obligor’s balance sheet as liabilities. 

“Index” means the Consumer Price Index for All Urban Consumers, All Items, for the market area that includes the Leased
Property, as published by the Bureau of Labor Statistics of the United States Department of Labor, using the years 1982-84 as a base of 100, or if such index is discontinued, the most comparable index published by any federal governmental agency, as
mutually acceptable to Landlord and Tenant. Whenever a number or amount is required to be adjusted by changes in the Index or similar terminology, such adjustment shall be equal to the percentage increase or decrease in the Index which is issued for
the month in which such adjustment is to be made (or if the Index for such month is not yet publicly available, the Index for the most recent month for which the Index is publicly available) as compared to the Index which was issued for the month in
which the Commencement Date occurred. 

  
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 “Insurance Requirements” means all terms of any insurance policy
required by this Lease, and all requirements of the issuer of any such policy, and all orders, rules and regulations, and any other requirements of the National Board of Fire Underwriters (or any other body exercising similar functions) binding upon
Landlord, Tenant, or the Leased Property. 
 “Intangible Property” means (a) Permits and other
approvals granted by any public body or by any private party pursuant to a recorded instrument and (b) certificates, licenses, warranties, and guarantees other than such Permits and approvals which are to be held by, or transferred to, Tenant
in order to permit Tenant to operate, or cause Manager to operate, the Leased Property properly in accordance with the terms of this Lease. 
 “Interest Rate” means an annual rate of interest equal to, as of the date of determination, the per annum rate for 10 year U.S. Treasury Obligations as published in the Wall Street
Journal, plus 200 basis points. 
 “Inventories” means “Inventories” as defined in the Uniform System
of Accounts, including, without limitation, provisions in storerooms, refrigerators, pantries and kitchens, beverages in wine cellars and bars, other merchandise intended for sale, fuel, mechanical supplies, stationery, and other expenses, supplies,
and similar items. 
 “Landlord Liens” means liens on or against the Leased Property or any payment of
Rent (a) which result from any act of, or any claim against, Landlord or any owner (other than Tenant) of a direct or indirect interest in the Leased Property, or which result from any violation by Landlord of any terms of this Lease, or
(b) which result from liens in favor of any taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property; provided, that “Landlord Liens” shall not include any lien
resulting from any tax for which Tenant is obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to, or on behalf of, Landlord the tax or the required indemnity with respect to the same. 

“Lease Year” means any Fiscal Year during the Term and any partial Fiscal Year at the beginning or end of the
Term. 
 “Legal Requirements” means all federal, state, county, municipal, and other governmental
statutes, laws, rules, orders, regulations, ordinances, judgments, decrees, and injunctions affecting the Leased Property or the maintenance, construction, alteration, or operation thereof, whether now or hereafter enacted or in existence,
including, without limitation, (a) all permits, licenses, authorizations, certificates, and regulations necessary to operate the Leased Property for its Permitted Use, and (b) all covenants, agreements, declarations, restrictions, and
encumbrances contained in any instruments at any time in force affecting the Leased Property as of the date hereof, or to which Tenant has consented or required to be granted pursuant to Applicable Laws, including, without limitation, those which
may (i) require material repairs, modifications, or alterations in or to the Leased Property or (ii) in any way materially and adversely affect the use and enjoyment of the Leased Property, but excluding any requirements arising as a
result of Landlord’s or any Landlord’s Affiliate’s status as a real estate investment trust. 

  
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 “Lender” means, collectively, JPMorgan Chase Bank, N.A., a banking
association chartered under the laws of the United States of America, German American Capital Corporation, a Maryland corporation, and any successor lender by way of refinance or assignment, and such other lender, or lenders, as may be designated by
Landlord from time to time, and its, or their, successors and assigns. 
 “Loan” means all loans, including,
without limitation, mortgage loans and mezzanine loans, now or hereafter made by Lender to Landlord and certain Affiliates of Landlord pursuant to the Loan Documents. 
 “Loan Agreement” means one or more loan agreements or similar instruments evidencing all or any portion of the Loan by and between Landlord and certain Affiliates of Landlord and
Lender. 
 “Loan Documents” means, collectively, the Loan Agreement, the Mortgage, and all other
documentation now or hereafter entered into by Landlord and certain of its Affiliates and Lender related to the Loan, including, without limitation, security agreements, promissory notes, and other collateral documents. 

“Management Agreement” means any agreement entered into by Tenant and Manager with respect to the management and
operation of the Leased Property, as the same may be amended from time to time. As of the date of this Lease, the Management Agreement is that certain Management Agreement dated as of the date hereof between Tenant and Manager. 

“Manager” means HVM L.L.C., a Delaware limited liability company, together with its successors and assigns. 

“Manager’s System” means all hotels and resorts in the United States that are managed by Manager.

 “Minor Casualty” means any fire or other casualty which results in damage to a Hotel and/or its
contents, to the extent that the total cost (in Tenant’s reasonable judgment) of repairing and/or replacing the damaged portion of the Hotel to the same condition as existed previously does not exceed the dollar amount of One Million Dollars
($1,000,000), said dollar amount to be adjusted by the GDP Deflator. 
 “Mortgage” means, collectively, each of
the mortgages, deeds of trust, deeds to secure debt, or other security documents now or hereafter encumbering the Hotels or related to the ownership or operation of the Hotels and given by Landlord and certain Affiliates of Landlord to Lender as
security, in part, for the Loan. 
 “Mortgagee” means the holder of any Mortgage. 

“Notice” means a notice given in accordance with Section 21.10. 

“Permits” means governmental permits, including, without limitation, licenses and authorizations, required for the
ownership and operation of the permits, signage permits, site use approvals, zoning certificates, environmental and land use permits, and any and all necessary approvals from state or local authorities. 

  
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 “Permitted Encumbrances” means all rights, restrictions, and
easements of record set forth on Schedule B to the applicable lender’s title insurance policy issued to Lender on the date hereof (with respect to any Hotel), plus any other such encumbrances as may have been consented to in writing by Landlord
from time to time. 
 “Permitted Use” means any use of the Leased Property permitted pursuant to
Section 4.1(a). 
 “Person” means any individual or Entity, and the heirs, executors, administrators,
legal representatives, successors, and assigns of such Person where the context so admits. 
 “Real Estate
Taxes” means all real estate taxes, including, without limitation, general and special assessments, if any, which are imposed upon the Land or any improvements thereon. 

“Receipts” means all rents, rent equivalents, moneys payable as damages or in lieu of rent or rent equivalents,
royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other deposits), accounts, cash, issues,
profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Tenant from any and all sources arising from or attributable to the Leased Property, as applicable,
and proceeds, if any, from business interruption or other loss of income insurance, including, without limitation, all hotel receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms and
recreational facilities, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of
the use and occupancy of property or rendering of services by Tenant, or by Manager for the account of Tenant (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices,
and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales and proceeds, if any, from
business interruption or other loss of income insurance. 
 “Rent” means, collectively, Minimum Rent,
Percentage Rent, and Additional Charges. 
 “Routine Capital Expenditures” means certain routine,
non-major expenditures which are classified as “capital expenditures” under GAAP, but which will be funded from the Replacement Reserve Account or other funds provided by Landlord (pursuant to Section 5.2), rather than pursuant to the
provisions of Section 5.3. Routine Capital Expenditures consist of the following types of expenditures: exterior and interior repainting; resurfacing building walls and floors; resurfacing parking areas; replacing folding walls; and
miscellaneous similar expenditures (all such types of expenditures to be in accordance with Manager’s policies as then generally implemented throughout the Manager’s System). 

“Special Purpose Entity” has the meaning set forth in the Loan Agreement. 

“Substitute Index” means any index comparable to the GDP Deflator selected by Landlord and reasonably
satisfactory to Tenant then prepared and published by an agency of the Government of the United States, appropriately adjusted for changes in the manner in which such index is prepared and/or year upon which such index is based. 

  
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 “Tenant’s Personal Property” means all motor vehicles,
Inventories, FF&E, and any other tangible personal property of Tenant acquired by Tenant at its election and with its own funds, on and after the date hereof, and located at the Leased Property or used in Tenant’s business at the Leased
Property, and all modifications, replacements, alterations, and additions to such personal property installed at the expense of Tenant. 
 “Term” means, collectively, the Fixed Term and the Renewal Terms, to the extent properly exercised pursuant to the provisions of Section 2.4, unless sooner terminated pursuant to the
provisions of this Lease. 
 “Total Casualty” means any fire or other casualty which results in damage
to a Hotel and its contents to the extent that the total cost of repairing and/or replacing the damaged portion of the Hotel to the same condition as existed previously would be 30% or more of the then total replacement cost of the Hotel.

 “Trademark License Agreements” means, individually or collectively, as context may require,
(a) any of those certain trademark license agreements described on Exhibit D hereof and (b) any agreements to license a trademark of the ESA Brands entered into by Tenant after the date hereof. 

“Uniform System of Accounts” means Uniform System of Accounts for the Lodging Industry, Ninth Revised Edition,
1996, as published by the Hotel Association of New York City, as the same may be further revised from time to time. 

“Working Capital” means funds that are used in the day-to-day operation of the business of the Hotels, including,
without limitation, amounts sufficient for the maintenance of change and petty cash funds, amounts deposited in operating bank accounts, receivables, amounts deposited in payroll accounts, prepaid expenses, and funds required to maintain
Inventories, less accounts payable and accrued current liabilities. 
 Article 2 

LEASED PROPERTY AND TERM 
 2.1 Leased Property. Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord’s right, title, and interest
in and to all of the following (collectively, the “Leased Property”):  
 (a) the Land; 

(b) all buildings, structures, other improvements and appurtenances of every kind including, without limitation, the Hotels, the alleyways
and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site), parking garages and parking areas, and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the
“Improvements”); 

  
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 (c) all easements, rights, and appurtenances relating to the Land and the Improvements;

 (d) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated
into the Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and
air-conditioning systems and apparatus, sprinkler systems, and fire and theft protection equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all
replacements, modifications, alterations, and additions thereto, but specifically excluding all items included within the category of Tenant’s Personal Property; 
 (e) all of the Intangible Property; 
 (f) all FF&E and other tangible personal
property owned by Landlord located in or on the Hotels as of the date hereof and any and all replacements, modifications, alterations, and additions to the FF&E and such other tangible personal property, but specifically excluding Tenant’s
Personal Property; and 
 (g) any and all leases of space (including, without limitation, any security deposits held by Tenant
pursuant thereto) in the Improvements to tenants thereof. 
 2.2 Condition of Leased Property. Tenant acknowledges
receipt and delivery of possession of the Leased Property and Tenant accepts and will accept the Leased Property in its “as is” condition, subject to the rights of parties in possession, the existing state of title, including, without
limitation, all covenants, conditions, restrictions, reservations, mineral leases, easements, and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing
instruments, mortgages permitted by the terms of this Lease, and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS
INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH RESPECT THERETO, EXCEPT AS EXPRESSLY
SET FORTH HEREIN, AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF,
EITHER AS TO ITS FITNESS FOR USE, DESIGN, OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the
maximum extent permitted by law, however, Landlord hereby assigns to Tenant all of Landlord’s rights to proceed against any predecessor in title, contractors, and materialmen for breaches of warranties or representations or for latent defects
in the Leased Property. Landlord shall fully cooperate with Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall indemnify, defend, and hold harmless
Landlord from and against any loss, cost, damage, or liability (including reasonable attorneys’ fees) incurred by Landlord in connection with such cooperation. 

  
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 2.3 Fixed Term. The initial term of this Lease (the “Fixed
Term”) shall commence on the Commencement Date and shall expire on the sixth anniversary of the last day of the month in which the Commencement Date occurs unless sooner terminated in accordance with the provisions hereof. 

2.4 Renewal Term. (a) Provided that no Event of Default shall have occurred and be continuing, this Lease shall automatically
extend for two renewal terms of five years each (each such renewal a “Renewal Term”) unless Tenant elects, by providing Notice to Landlord no later than 30 months prior to the scheduled expiration of the Term of this Lease or
the previous Renewal Term, as applicable, to terminate this Lease upon the expiration of the then current Term. Any such Notice to terminate shall, if given, be irrevocable, but Tenant’s failure to terminate shall not preclude Landlord from
exercising any of its rights to terminate this Lease in accordance with the terms hereof. 
 (b) Each Renewal Term shall commence
on the day succeeding the expiration of the Fixed Term or the preceding Renewal Term, as the case may be. All of the terms, covenants, and provisions of this Lease shall apply to each such Renewal Term. Tenant shall have no right to extend the Term
beyond the expiration of the last Renewal Term. If Tenant does not give Notice that it elects to terminate this Lease in accordance with this Section 2.4, then this Lease shall automatically renew at the end of the Term then in effect as
provided in Section 2.4(a). 
 Article 3 
 RENT 
 3.1 Rent. Tenant shall pay, or cause Manager to pay, to
Landlord, by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion, in lawful money of the United States of America which shall be legal tender for the payment of public and private
debts, without notice, offset, abatement, demand, or deduction (unless otherwise expressly provided in this Lease), Rent during the Term as follows: 
 (a) Minimum Rent. Tenant shall pay minimum rent in an amount equal to the aggregate amount of minimum rent per Fiscal Year set forth in Exhibit A, payable in advance in equal, consecutive monthly
installments, on or before the first day of each calendar month of the Term (“Minimum Rent”); provided, that in the case of the first Fiscal Year and the last Fiscal Year, the number of such installments shall equal the
number of calendar months included within the Term of such Fiscal Year; and provided further, that if the Term commences on a day other than the first day of the calendar month, the Minimum Rent for the first month and the last month of the Term
shall be prorated on a per diem basis based on the actual number of calendar days included within the Term of such month; and 

(b) Percentage Rent.  
 (i) For each Fiscal Year during the Term during which Gross Revenues for such Fiscal Year exceed the Tier 1 Threshold, Tenant shall pay percentage rent (“Percentage Rent”) in an
amount set forth in Exhibit C. No Percentage Rent shall be payable for any Fiscal Year during the Term if the Gross Revenues for such Fiscal Year is less than or equal to the Tier 1 Threshold. 

  
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 (ii) Percentage Rent, if any, for each Fiscal Year shall be payable, in arrears, in 12
monthly installments (the first 11 such installments for any Fiscal Year being referred to in this Lease as the “Progress Installments”; the last such installment for any Fiscal Year being referred to in this Lease as the
“Final Installment”); provided, that in the case of the first Fiscal Year and the last Fiscal Year, the number of such installments shall equal the number of months (or partial calendar months) included within such Fiscal Year. Each
of the Progress Installments shall be payable within 20 days after the calendar month (or partial calendar month) then most recently ended. The Final Installment shall be payable within 30 days after Landlord’s receipt of the annual financial
statements and other reports required to be delivered to Landlord pursuant to Section 17.2(b) for such Fiscal Year. Appropriate provision shall be made in the case of the final calendar month (or partial calendar month) of the Term. 

(iii) (A) Each of the Progress Installments shall be based on actual operations to date for such Fiscal Year. The first Progress
Installment for any Fiscal Year shall equal 1/12th of the total Percentage Rent payment that would be payable for such Fiscal Year if the actual Gross Revenues for such Fiscal Year were to equal the Gross Revenues received to date and annualized.
Each subsequent Progress Installments for any Fiscal Year shall equal (1) the proportionate share (e.g., the second Progress Installment will equal 2/12ths) of the total Percentage Rent that would be payable for such Fiscal Year if the
actual Gross Revenues for such Fiscal Year were to equal the Gross Revenues received to date and annualized, minus (2) the aggregate amount of the Progress Installments, if any, theretofore paid in respect of Percentage Rent for such Fiscal
Year. The Final Installment shall equal the portion of Percentage Rent for such Fiscal Year, if any, remaining unpaid after payment of all Progress Installments in respect thereof, 

(B) In calculating Percentage Rent for the first and last Fiscal Year of the Term, the Thresholds shall be pro-rated based on the number
of days included within the Term of such first and last Fiscal Years and such pro-rated amount shall be used in lieu of the Thresholds for the purpose of Revenue Computation. Each Progress Installment for the first and last Fiscal Year shall be
calculated to reflect the number of months or partial months accruing during the Term in such Fiscal Year. 
 (iv) At the end of
each Fiscal Year, in connection with the submission of annual financial statements and other reports pursuant to Section 17.2(b) and the completion of any audit pursuant to Section 3.2, Percentage Rent for such Fiscal Year shall be
determined. If such determination reveals any underpayments or overpayments in respect of Percentage Rent for such Fiscal Year, then an adjustment in the amount of Percentage Rent for such Fiscal Year shall be made, and all sums determined to be
owing to either Landlord or Tenant as a result of such adjustment shall be paid promptly. 
 (v) Tenant shall deliver to
Landlord a statement with each Percentage Rent payment setting forth the true and correct calculation of the Percentage Rent payment for the most recently completed month of each Fiscal Year in the Term and the Percentage Rent year-to-date through
such recently completed month. Percentage Rent shall be subject to confirmation and adjustment, if applicable, as set forth in Section 3.2. 

  
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 (c) The obligation to pay Rent shall survive the expiration or earlier termination of the
Term, and a final reconciliation, taking into account, among other relevant adjustments, any adjustments which are accrued after such expiration or termination date but which related to Rent accrued prior to such expiration or termination date,
shall be made not later than 30 days after such expiration or termination date. 
 (d) Notwithstanding anything in this Lease to
the contrary, in the event that cash available from Gross Revenues after payment by Tenant of all expenses due and payable by Tenant under this Lease is insufficient to pay the aggregate amount of Percentage Rent due for such month, then the amount
of such deficiency shall be deferred and added to and paid in connection with the next monthly Percentage Rent payment or payments hereunder; provided, that any Percentage Rent deferred as herein provided shall in any event be due and payable and
paid prior to the end of the Fiscal Year in which such deferral occurred unless Landlord, in its sole and absolute discretion, elects to permit further deferral of such Percentage Rent for a period determined by Landlord, in which case any such
Percentage Rent that is deferred beyond the end of such Fiscal Year shall (i) accrue interest at a rate equal to the Interest Rate for the period commencing on the day after the last day of such Fiscal Year and ending on the date on which
Tenant pays such Percentage Rent to Landlord and (ii) be due and payable, together with all accrued interest, on or prior to the last day of the extended deferral period so determined by Landlord. 

(e) Minimum Rent payable each Fiscal Year pursuant to Section 3.1(a) shall be allocated to each Hotel in the amounts set forth in
Exhibit A. 
 (f) If at any time during the Term it becomes necessary to revise any of the Exhibits to this Lease whether as
required in accordance with the provisions of this Lease or as a result of the agreement of Landlord and Tenant, and whether to reflect changes in the Leased Properties, the allocation or amount of Minimum Rent, the calculation of Percentage Rent,
or otherwise, then Landlord shall update the applicable Exhibit to reflect such revision(s) and shall deliver Notice and a copy thereof to Tenant. Any such revised Exhibit, to the extent such revision(s) was/were required in accordance with the
provisions of this Lease, shall be binding on Tenant absent manifest error, and any other such revised Exhibit shall be binding on Tenant upon Tenant’s counter-execution of the same. 

3.2 Confirmation of Percentage Rent. Tenant shall utilize, or cause to be utilized, an accounting system for the Leased Property
in accordance with its usual and customary practices, and in accordance with GAAP and the Uniform System of Accounts, that will accurately record all data necessary to compute Percentage Rent, and Tenant shall retain, for at least five years after
the expiration of each Lease Year, reasonably adequate records conforming to such accounting system showing all data necessary to conduct Landlord’s audit and to compute Percentage Rent for the applicable Lease Year. Landlord shall have the
right, for a period of two years following each Lease Year, from time to time, by its accountants or representatives, to audit such information in connection with Landlord’s audit, and to examine all Tenant’s records (including supporting
data and sales and excise tax returns) reasonably required to complete Landlord’s audit and to verify the Percentage Rent, subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements. If any
Landlord’s audit discloses a deficiency in the payment of Percentage Rent, and either Tenant agrees with the results of Landlord’s audit or the matter is otherwise determined or compromised, then Tenant shall 

  
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forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together with interest at the Interest Rate from the date when said payment should have been made to the
date of payment thereof. If any Landlord’s audit discloses a deficiency in the determination or reporting of Gross Revenue, which, as finally agreed or determined, exceeds three percent, Tenant shall pay the costs of the portion of
Landlord’s audit allocable to the determination of such Revenues. Any proprietary information obtained by Landlord pursuant to the provisions of this Section 3.2 shall be treated as confidential, except that such information may be used,
subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Landlord may disclose such information to prospective lenders, investors, and underwriters and to any other persons to
whom disclosure is necessary to comply with applicable laws, regulations, and government requirements. The obligations of Tenant contained in this Section 3.2 shall survive the expiration or earlier termination of this Lease. Any dispute as to
the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled by the parties, be submitted to arbitration. 

3.3 Additional Charges. In addition to Minimum Rent or Percentage Rent payable under Section 3.1 of this Lease,
(a) Tenant also will pay and discharge as and when due and payable all other amounts, liabilities, obligations, and Impositions that Tenant assumes or agrees to pay under this Lease, and (b) in the event of any failure on the part of
Tenant to pay any of those items referred to in clause (a) of this Section 3.3, Tenant also will promptly pay and discharge every fine, penalty, interest, and cost that may be added for non-payment or late payment of such items (the items
referred to in clauses (a) and (b) of this Section 3.3 being additional rent hereunder and being referred to herein collectively as “Additional Charges”), and Landlord shall have all legal, equitable, and
contractual rights, powers, and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of Additional Charges as in the case of non-payment of Minimum Rent or Percentage Rent. If any installment of Minimum Rent,
Percentage Rent or Additional Charges (but only as to those Additional Charges that are payable directly to Landlord) shall not be paid on its due date, then Tenant will pay Landlord within 10 days after demand, as Additional Charges, an amount
equal to the interest computed at the Interest Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges to Landlord pursuant to the
requirements of this Lease, Tenant shall be relieved of its obligation to pay such Additional Charges to the entity to which they would otherwise be due and Landlord shall pay the same from monies received from Tenant. 

3.4 Payment of Impositions. (a) (i) Subject to Article 8 relating to permitted contests, Tenant shall pay, or cause to
be paid, all Impositions (other than Real Estate Taxes which shall be paid by Landlord) before any fine, penalty, interest, or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be
added for non-payment, such payments to be made directly to the taxing authorities where feasible, and shall promptly, upon request, furnish to Landlord copies of official receipts or other reasonably satisfactory proof evidencing such payments. If
any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the
unpaid balance of such Imposition) in installments and, in such event, shall pay such installments during the Term as the same become due and before any fine, penalty, premium, further interest, or cost may be added thereto. 

  
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 (ii) Landlord, at its expense, shall, to the extent required or permitted by Applicable Law,
prepare and file all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts (from any source other than Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes,
Real Estate Taxes, and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by
Government Agencies. 
 (iii) If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant,
then the same shall be paid over to or retained by Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have been declared by Landlord and be continuing, then any such refund shall be paid over
to or retained by Landlord. 
 (iv) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by
the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. 
 (v) In the event Government Agencies classify any property covered by this Lease as personal property, then Tenant shall file, or cause Manager to file, all personal property tax returns in such
jurisdictions where it may legally so file. Each party shall, to the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property.
Where Landlord is legally required (or otherwise elects) to file personal property tax returns for property covered by this Lease and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with
reasonable cooperation from Tenant. 
 (vi) Landlord shall provide Tenant with copies of assessment notices in sufficient time
for Tenant to prepare a protest which Landlord shall file. Landlord may, upon notice to Tenant, at Landlord’s option and at Landlord’s sole expense, appeal, protest, or institute such other proceedings (in its or Tenant’s name) as
Landlord may deem appropriate to effect a reduction of real estate assessments and Tenant shall fully cooperate with Landlord in such protest, appeal, or other action. 
 (vii) Landlord shall give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord’s failure to give any
such notice shall in no way diminish Tenant’s obligation hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord’s failure promptly to forward the same).

 (viii) In addition, Tenant shall pay the following: 
 (A) Utility Charges. Tenant shall pay or cause to be paid all charges for electricity, power, gas, oil, water, and other utilities used in connection with the Leased Property. 

(B) Insurance Premiums. Tenant shall pay or cause to be paid all premiums for the insurance coverage required to be maintained by
Tenant pursuant to Article 9. 

  
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 (C) Other Charges. Tenant shall pay or cause to be paid all other amounts,
liabilities, and obligations arising in connection with the Leased Property except those obligations expressly assumed by Landlord pursuant to the provisions of this Lease or expressly stated not to be an obligation of Tenant pursuant to this Lease.

 (b) Reimbursement for Additional Charges. If Tenant pays or causes to be paid property taxes or similar or other
Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Lease, then Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of Tenant’s
estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Lease. 

3.5 Late Payment of Rent, Etc. (a) If any installment of Minimum Rent, Percentage Rent, or Additional Charges shall not be
paid within five (5) Business Days after its due date, then Tenant shall pay Landlord, within five days after Landlord’s written demand therefor, as Additional Charges, a late charge (to the extent permitted by law) computed at the
Interest Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges directly to Landlord or any Mortgagee pursuant to any requirement of this
Lease, Tenant shall be relieved of its obligation to pay such Additional Charges to the Entity to which they would otherwise be due and Landlord shall pay when due, or cause the applicable Mortgagee to pay when due, such Additional Charges to the
Entity to which they are due. If any payment due from Landlord to Tenant shall not be paid within 30 days after its due date, then Landlord shall pay to Tenant, on demand, a late charge (to the extent permitted by law) computed at the Interest Rate
on the amount of such installment from the due date of such installment to the date of payment thereof. 
 (b) In the event of
any failure by Tenant to pay any Additional Charges when due, except as expressly provided in Section 3.3 with respect to permitted contests pursuant to Article 8, Tenant shall promptly pay (unless payment thereof is in good faith being
contested and enforcement thereof is stayed) and discharge, as Additional Charges, every fine, penalty, interest, and cost which may be added for non-payment or late payment of such items. Landlord shall have all legal, equitable, and contractual
rights, powers, and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of Additional Charges as in the case of non-payment of Minimum Rent and Percentage Rent. 

3.6 Net Lease. Rent shall be absolutely net to Landlord so that this Lease shall yield to Landlord the full amount of the
installments or amounts of Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise (including, without limitation, (i) Landlord’s obligations to pay Real Estate Taxes pursuant to
Section 3.4, (ii) Landlord’s obligation to maintain Insurance pursuant to Article 9, and (iii) those provisions for adjustment, refunding, or abatement of such Rent and for the funding of Landlord’s obligations pursuant to
Section 14.3). This Lease is a net lease, and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Tenant shall be paid without notice, demand, counterclaim, setoff,
deduction, or defense and without abatement, suspension, deferment, diminution, or reduction and that Tenant’s obligation to pay all such amounts, throughout the Term and all applicable Renewal Terms, is absolute and unconditional, and, except
to the extent otherwise expressly specified in this Lease, the respective obligations and liabilities of Tenant and Landlord hereunder shall in no way be released, discharged, or 

  
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otherwise affected for any reason, including, without limitation: (a) any defect in the condition, merchantability, design, quality, or fitness for use of the Leased Property or any part
thereof, or the failure of the Leased Property to comply with all Applicable Laws, including, without limitation, any inability to occupy or use the Leased Property by reason of such noncompliance; (b) any damage to, removal, abandonment,
salvage, loss, condemnation, theft, scrapping, or destruction of, or any requisition or taking of, the Leased Property or any part thereof, or any environmental conditions on the Leased Property or any property in the vicinity of the Leased
Property; (c) any restriction, prevention, or curtailment of, or interference with, any use of the Leased Property or any part thereof including, without limitation, eviction; (d) any defect in title to or rights to the Leased Property or
any lien on such title or rights to the Leased Property; (e) any change, waiver, extension, indulgence, or other action or omission or breach in respect of any obligation or liability of or by any Person; (f) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation, or other like proceedings relating to Tenant or any other Person, or any action taken with respect to this Lease by any trustee or receiver of Tenant or any other Person, or by any
court, in any such proceeding; (g) any right or claim that Tenant has or might have against any Person, including, without limitation, Landlord (other than a monetary default) or any vendor, manufacturer, contractor of or for the Leased
Property; (h) any failure on the part of Landlord or any other Person to perform or comply with any of the terms of this Lease, or of any other agreement; (i) any invalidity, unenforceability, rejection, or disaffirmance of this Lease by
operation of law or otherwise against or by Tenant or any provision hereof; (j) the impossibility of performance by Tenant or Landlord, or both; (k) any action by any court, administrative agency, or other Government Agencies; (l) any
interference, interruption, or cessation in the use, possession, or quiet enjoyment of the Leased Property or otherwise; or (m) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether foreseeable or
unforeseeable, and whether or not Tenant shall have notice or knowledge of any of the foregoing; provided, however, that the foregoing shall not apply or be construed to restrict Tenant’s rights in the event of any act or omission by Landlord
constituting gross negligence or willful misconduct. Except as specifically set forth in this Lease, this Lease shall be non-cancellable by Tenant for any reason whatsoever, and, except as expressly provided in this Lease, Tenant, to the extent now
or hereafter permitted by Applicable Laws, waives all rights now or hereafter conferred by statute or otherwise to quit, terminate, or surrender this Lease or to any diminution, abatement, or reduction of Rent payable hereunder. Except as
specifically set forth in this Lease, under no circumstances or conditions shall Landlord be expected or required to make any payment of any kind hereunder or have any obligations with respect to the use, possession, control, maintenance,
alteration, rebuilding, replacing, repair, restoration, or operation of all or any part of the Leased Property, so long as the Leased Property or any part thereof is subject to this Lease, and Tenant expressly waives the right to perform any such
action at the expense of Landlord pursuant to any law. 
 Article 4 

USE OF THE LEASED PROPERTY 
 4.1 Permitted Use. (a) Tenant shall, and shall cause Manager to, at all times during the Term and at any other time that Tenant and Manager shall be in possession of the Leased Property,
continuously use and operate, or cause Manager to continuously use and operate, the Leased Property as a hotel facility in a manner consistent with the Management Agreement and shall use reasonable good faith efforts to seek to maximize Gross
Revenues. Subject to Section 16.3, Tenant shall not, and Tenant shall ensure that Manager shall not, use the Leased Property, or 

  
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any portion thereof, for any other use without the prior written consent of Landlord. No use shall be made or permitted to be made of the Leased Property, and no acts shall be done thereon, which
will cause the cancellation of any insurance policy covering the Leased Property or any part thereof (unless another adequate policy is available), and Tenant shall not, and shall ensure that Manager shall not, sell or otherwise provide or permit to
be kept, used, or sold in or about the Leased Property, any article which may be prohibited by law, or by the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s
regulations. Tenant shall, at its sole cost, comply with all Insurance Requirements. Further, Tenant shall not, and Tenant shall ensure that Manager shall not, take or omit to take any action, the taking or omission of which materially impairs the
value or the usefulness of the Leased Property or any part thereof for its Permitted Use. 
 (b) Tenant shall proceed with all
due diligence and exercise commercially reasonable efforts to obtain and maintain, or to cause Manager to obtain and maintain, all approvals necessary to use and operate, for its Permitted Use, the Leased Property and the Hotels located thereon
under applicable law. Landlord shall cooperate with Tenant in this regard, including, without limitation, by executing all applications and consents required to be signed by Landlord in order for Tenant to obtain and maintain such approvals.

 (c) Tenant shall not, and Tenant shall ensure that Manager shall not, use or suffer or permit the use of the Leased Property
or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not, and Tenant shall ensure that Manager shall not, (i) commit or suffer to be committed any waste on the Leased Property, or in the Hotels, or cause or permit
any unlawful nuisance thereon or therein, or (ii) permit the Leased Property, or any portion thereof, to be used in such a manner as (A) might reasonably impair Landlord’s title thereto or to any portion thereof; or (B) may
reasonably allow a claim or claims for adverse usage of adverse possession by the public, as such, or of implied dedication of the Leased Property or any portion thereof. 
 4.2 Compliance with Legal / Insurance Requirements, Etc. Subject to the provisions of Article 8, Tenant, at its sole expense, shall, or shall cause Manager to, (a) comply with Legal
Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration, and restoration of the Leased Property, and (b) comply with all appropriate licenses, and other authorizations and agreements, required
for any use of the Leased Property and Tenant’s Personal Property, if any, then being made and which are material to the operation of the Leased Property for the uses permitted hereunder, and for the proper operation and maintenance of the
Leased Property or any part thereof. 
 4.3 Environmental Matters. (a) Tenant hereby represents and warrants to
Landlord that, as of the Commencement Date, there are no Hazardous Materials on any portion of the Leased Property or the Hotels, nor have any Hazardous Materials been released or discharged on any portion of the Leased Property or the Hotels. In
addition, Tenant hereby represents and warrants that it has previously delivered to Landlord copies of all reports concerning environmental conditions which have been received by Tenant or any of its Affiliates. In the event of the discovery of
Hazardous Materials on any portion of the Leased Property or in the Hotels during the Term, and subject to the provisions of Section 4.3(c), Tenant shall promptly remove such Hazardous Materials, together with all contaminated soil and
containers, and shall otherwise remedy the problem in accordance with (i) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., as amended (“CERCLA”); 


  
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(ii) the regulations promulgated under CERCLA from time to time; (iii) all federal, state and local laws, rules, and regulations (now or hereafter in effect) dealing with the use,
generation, treatment, storage, disposal, or abatement of Hazardous Materials; and the regulations promulgated thereunder from time to time (the items described in the foregoing clauses (i) through (iii) are collectively referred to as
“Environmental Laws”). Tenant shall indemnify, defend, and hold Landlord harmless from and against all loss, costs, liability, and damage (including, without limitation, engineers’ and attorneys’ fees and expenses,
and the cost of litigation) arising from the presence of Hazardous Materials on the Leased Property or in the Hotels during the Term, and this obligation of Tenant shall survive the expiration or earlier termination of this Lease.
“Hazardous Materials” means any substance or material containing one or more of any of the following: “hazardous material”, “hazardous waste”, “hazardous substance”, “regulated
substance”, “petroleum”, “pollutant”, “contaminant”, “polychlorinated biphenyls”, “lead or lead-based paint”, or “asbestos” as such terms are defined in any applicable Environmental
Law in such concentration(s) or amount(s) as may impose clean-up, removal, monitoring, or other responsibility under the Environmental Laws, as the same may be amended from time to time, or which may present a significant risk of harm to guests,
invitees, or employees of the Hotels. 
 (b) Subject to the provisions of Section 4.3(c), all costs and expenses of the
removal of Hazardous Materials from the Leased Property or the Hotels in accordance with the provisions of Section 4.3(a), and of compliance with all Environmental Laws in accordance with the provisions of Section 4.3(a), and any amounts
paid to Landlord pursuant to the indemnity set forth in Section 4.3(a), shall be paid by Tenant from its own funds, and not from Gross Revenues or from the Replacement Reserve Account. 

(c) To the extent not otherwise covered by insurance maintained by either Tenant or Manager (including, without limitation, any deductible
or self-insured retention, if any, related thereto), the amount of any loss, cost, liability, or damage (including, without limitation, engineers’ and attorneys’ fees and expenses, and the cost of litigation) arising from the presence of
Hazardous Materials on or under the Leased Property or in the Hotels as a direct result of the gross negligence of Tenant’s or Manager’s employees at the Hotels (but not any third parties, including, without limitation, any independent
contractors retained to provide goods or services to the Hotels) shall be paid from Gross Revenues. 
 (d) Each party shall
undertake reasonable efforts to notify the other party concerning the presence of any Hazardous Materials on or under the Leased Property or in the Hotels of which the notifying party has knowledge; provided, however, that unless required by Legal
Requirements, the parties shall otherwise maintain the confidentiality of such information. 
 Article 5 

REPAIRS, MAINTENANCE, AND REPLACEMENTS 
 5.1 Repairs and Maintenance Costs that are Expensed. Tenant shall, and shall cause Manager to, (a) maintain the Leased Property and all buildings and improvements located thereon (including,
without limitation, the interior and exterior, structural, plumbing, HVAC, and other elements thereof) in good repair and working condition and shall make or cause to be made such routine maintenance, repairs, and minor alterations as it determines
are necessary for such purposes; (b) not commit waste or permit impairment or deterioration of the Leased Property 

  
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(normal wear and tear excepted); (c) not abandon the Leased Property; (d) comply in all material respects with all laws, ordinances, regulations, and requirements of any governmental
body applicable to the Leased Property; (e) provide prompt written notification to Landlord of any material adverse change to the Leased Property, such as material changes to any environmental condition, including, without limitation, the
presence of biocontaminants, such as mold; (f) promptly undertake appropriate assessment, remedial, and preventative actions sufficient to meet any guidelines established by Landlord or guidelines or regulations adopted by applicable
authoritative bodies or regulatory agencies in connection with a determination of any material adverse change, and, in any event with respect to mold contamination, Tenant shall undertake (i) removal of the mold, (ii) abatement of the
underlying cause of mold (including water intrusion), and (iii) repair of any leaks and associated water damage at the Leased Property; and (g) return the Leased Property and all buildings and improvements thereon at the expiration of the
Term in as reasonably a good condition as when received, ordinary wear and tear excepted and shall make or cause to be made such routine maintenance, repairs, and minor alterations as it determines are necessary for such purposes. The phrase
“routine maintenance, repairs, and minor alterations” as used in this Section 5.1 shall include only those items of maintenance, repair, and alteration which are normally expensed under GAAP. All costs and expenses incurred in
connection with such maintenance, repairs, and alterations shall be borne by Tenant. 
 5.2 Routine Capital Expenditures and
FF&E. (a) A reserve account (the “Replacement Reserve Account”) has been established under the Loan Documents for reserves on account of the cost of (i) replacements, renewals and additions to the furniture,
fixtures and equipment at the Hotels and (ii) Routine Capital Expenditures. Pursuant to the terms of the Loan Documents, payments will be required to be made by Landlord into the Replacement Reserve Account each Accounting Period in the amount
set forth in the Loan Agreement for the applicable Accounting Period. 
 (b) Tenant shall prepare, or cause Manager to prepare,
an annual estimate (the “Capital Reserve Budget”) of the expenditures necessary for (i) replacements, renewals, and additions to the FF&E, and (ii) Routine Capital Expenditures, during the ensuing Fiscal Year
and shall deliver the Capital Reserve Budget to Landlord for its review, comment, and approval at the same time as Manager submits the business plan described in Section 17.4. The Capital Reserve Budget shall also indicate the estimated time
schedule for making such replacements, renewals, and additions, a reasonable description of items required to be replaced, the number of units to be replaced, unit costs, and costs in the aggregate, together with such additional information as
Landlord shall reasonably request, to the extent then known by Manager. 
 (c) Tenant shall, or Tenant shall cause Manager to, on
behalf of Landlord from time to time (in compliance with the applicable Capital Reserve Budget, unless there has been a change in circumstances) make such (i) replacements, renewals, and additions to the FF&E, and (ii) Routine Capital
Expenditures, as Tenant deems necessary. Notwithstanding the foregoing, no expenditures shall be made in excess of the amounts set forth in the then-applicable Capital Reserve Budget without the approval of Landlord; provided, that Tenant or Manager
shall be authorized to take appropriate remedial action (including, without limitation, making any necessary expenditures above the total aggregate amount set forth in the then-applicable Capital Reserve Budget), without receiving Landlord’s
prior approval, to remedy or respond to any of the Emergency Requirements (provided further that Tenant shall notify Landlord of any such remedial action that requires more than a de minimis expenditure of funds). 

  
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 (d) All costs and expenses incurred in connection with the replacements, renewals, and
additions to the FF&E and the Routine Capital Expenditures required under this Section 5.2 shall be paid by Tenant from (i) amounts released to Landlord from the Replacement Reserve Account, or (ii) amounts otherwise provided by
Landlord to Tenant for such purposes. 
 (e) Landlord and Tenant hereby acknowledge and agree that the Replacement Reserve
Account shall be deemed to be the property of Landlord and all FF&E purchased from the Replacement Reserve Account or otherwise funded by Landlord shall be the property of Landlord unless otherwise provided in this Lease. 

5.3 Capital Expenditures. (a) Tenant, or Manager on behalf of Tenant, shall prepare an annual estimate (the “Building
Estimate”) of all Capital Expenditures, which Building Estimate shall include such detail as is reasonably required to allow Landlord to review and analyze the Capital Expenditures described therein. Tenant shall submit, or cause Manager to
submit, the Building Estimate to Landlord for its approval at the same time as Manager submits the business plan described in Section 17.4. Tenant shall not, and Tenant shall ensure that Manager shall not, make any Capital Expenditures without
the prior written approval of Landlord, except as otherwise permitted herein. 
 (b) Notwithstanding the provisions of
Section 5.3(a), Tenant shall be authorized to take appropriate remedial action (including, without limitation, making any necessary Capital Expenditures) without receiving Landlord’s prior approval, to remedy or respond to any of the
Emergency Requirements; provided that Tenant shall notify Landlord of any such remedial action that requires a Capital Expenditure that is not de minimis. Tenant and Manager shall cooperate with Landlord in the pursuit of any such action and
shall have the right to participate therein. Landlord shall, upon written request by Tenant, or Manager on behalf of Tenant, promptly reimburse all expenditures made by Tenant or Manager pursuant to this Section 5.3(b). 

(c) The cost of all Capital Expenditures (including, without limitation, the expenses incurred by Landlord or Tenant or Manager in
connection with any civil or criminal proceeding arising by reason of an Emergency Requirement) shall be borne solely by Landlord, and shall not be paid from Gross Revenues. 
 5.4 Ownership of Replacements. All Capital Expenditures and, subject to the rights of Manager under the Management Agreement, all repairs, alterations, improvements, renewals, and replacements made
pursuant to this Article 5 shall be the property of Landlord. 
 5.5 Tenant’s Personal Property. At the expiration
or sooner termination of the Term, Landlord may, in its sole and absolute discretion, elect either (a) to give Tenant Notice that Tenant shall be required, within 10 Business Days after such expiration or termination, to remove all
Tenant’s Personal Property from the Leased Property or (b) to buy Tenant’s Personal Property by paying Tenant the book value of such property. Failure of Landlord to make such election shall be deemed an election to proceed in
accordance with clause (b) of this Section 5.5. 
 5.6 Yield Up. (a) Upon the expiration or sooner
termination of this Lease, Tenant shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered,
or added to as permitted or required by the provisions of this Lease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Lease is terminated following a casualty in accordance with Article 10) excepted.


  
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 (b) In addition, as of the expiration or earlier termination of this Lease, Tenant shall
cooperate in good faith with Landlord to effect an orderly transition of the management or lease of the Leased Property and Tenant shall, at Landlord’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to
and cooperate with Landlord or Landlord’s nominee in connection with the processing of all applications for licenses, operating permits, and other governmental authorizations and all contracts entered into by Tenant, including, without
limitation, contracts with governmental or quasi-governmental Entities which may be necessary for the use and operation of the Hotels as then operated, but excluding (i) utility deposits and (ii) telephone numbers. Landlord shall indemnify
and hold Tenant harmless for all claims, costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord, and
Tenant shall indemnify and hold Landlord harmless for all claims, costs, and expenses (including, without limitation, reasonable attorney’s fees) arising from acts or omissions by Tenant under such contracts prior to the date of transfer
thereof to Landlord. 
 5.7 Management Agreement. Except as otherwise provided below, Tenant shall not amend or modify
the Management Agreement or replace the Manager without Landlord’s prior written consent, which consent may be given or withheld by Landlord in its sole and absolute discretion. The Management Agreement shall expressly provide that Manager
shall at all times be an “eligible independent contractor” as defined in Section 856(d) of the Code. The terms of the Management Agreement (a) shall not, in Landlord’s and its counsel’s reasonable opinion, cause the
Rent to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, and (b) shall expressly provide that if Landlord and its counsel reasonably conclude that the terms of the Management
Agreement will have such an effect, then the terms of the Management Agreement will be modified so that the Management Agreement, in the reasonable opinion of Landlord and its counsel, does not cause the Rent to be so characterized under the Code;
provided, that no such modifications shall affect the amount of the Management Fees (as defined in the Management Agreement) or the practical realization of the rights and benefits of the Manager thereunder. 

5.8 Trademark License Agreements. (a) Tenant shall not operate, or permit Manager to operate, any Hotel under a trade name
other than the trade names licensed to Tenant under the Trademark License Agreements, without the prior written consent of Landlord, which consent may be given or withheld by Landlord in its sole and absolute discretion. 

(b) To the extent any of the provisions of any Trademark License Agreement impose a greater obligation on Tenant than the corresponding
provisions of this Lease, then Tenant shall be obligated to comply with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of such Trademark License Agreement. It is the intent of the parties hereto
that, except as otherwise specifically provided by this Lease, Tenant shall comply in every respect with the provisions of any Trademark License Agreement to which Tenant is a party so as to avoid any default thereunder during the term of this
Lease. Landlord and Tenant agree to cooperate fully with each other in the event it becomes necessary to obtain a trademark license extension or modification or a new trademark license for the Leased Property; provided, that Landlord shall pay the
entire cost of any upgrades required by any licensor. 

  
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 Article 6 
 IMPROVEMENTS, ETC. 
 6.1 Improvements to the Leased Property. Tenant
shall not finance the cost of any construction by the granting of a lien on, or security interest in, the Leased Property, or Tenant’s interest therein, without the prior written consent of Landlord, which consent may be withheld by Landlord in
Landlord’s sole discretion. Any such improvements shall, upon the expiration or sooner termination of this Lease, remain or pass to and become the property of Landlord, free and clear of all encumbrances other than Permitted Encumbrances.

 6.2 Equipment Leases. Landlord shall enter into such leases of equipment and personal property as Tenant may reasonably
request from time to time; provided, that the form and substance thereof shall be reasonably satisfactory to Landlord. Tenant shall prepare and deliver to Landlord all such lease documents for which Landlord’s execution is necessary and
Landlord shall promptly, upon approval thereof, execute and deliver such documents to Tenant. Tenant shall, throughout the Term, be responsible for performing all of Landlord’s obligations under all such documents and agreements. 

Article 7 

LIENS 

Subject to Article 8, Tenant shall not, and Tenant shall ensure that Manager does not, directly or indirectly, create or allow to remain,
and each shall promptly discharge, at its expense, any lien, encumbrance, attachment, title retention agreement, or claim upon the Leased Property or Tenant’s leasehold interest therein or any attachment, levy, claim, or encumbrance in respect
of the Rent, other than (a) Permitted Encumbrances, (b) restrictions, liens, and other encumbrances which are consented to in writing by Landlord, (c) liens for those taxes of Landlord which Tenant is not required to pay hereunder,
(d) subleases permitted by Article 16, (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (i) the same are not yet due and payable, or (ii) are being contested in accordance with
Article 8, (f) liens of mechanics, laborers, materialmen, suppliers, or vendors incurred in the ordinary course of business that are not yet due and payable (but will be paid in full by Tenant or Manager) or are for sums that are being
contested in accordance with Article 8, (g) any Mortgage or other liens which are the responsibility of Landlord, and (h) Landlord Liens. 
 Article 8 
 PERMITTED CONTESTS 

Tenant, or Manager at Tenant’s direction, shall have the right to contest the amount or validity of any Imposition, Legal
Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge, or claim (collectively, “Claims”) as to the Leased Property, by appropriate legal proceedings, conducted in good faith and with due diligence; provided, that
(a) the foregoing shall in no way be construed as relieving, modifying, or extending Tenant’s obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or
Tenant to be in default under any mortgage, deed of trust, or other agreement encumbering the Leased Property or any part thereof (Landlord agreeing that any such mortgage, deed of trust, or other agreement shall permit Tenant to exercise the rights
granted pursuant to this Article 8) or any interest therein or result in a lien attaching to the Leased 

  
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Property, unless such lien is fully bonded or is otherwise secured to the reasonable satisfaction of Landlord, (c) no part of the Leased Property nor any Rent therefrom shall be in any
immediate danger of sale, forfeiture, attachment, or loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty, or reasonable expense, including, without limitation, reasonable
attorneys’ fees, incurred by Landlord in connection therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest; provided, that Landlord shall not thereby be subjected to any
liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled
to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail to pay or cause to be paid any Claims
when finally determined, to provide reasonable security therefor, or to prosecute or cause to be prosecuted any such contest diligently and in good faith, then Landlord may, upon Notice to Tenant, pay such charges, together with interest and
penalties due with respect thereto, and Tenant shall reimburse Landlord therefor, upon demand, as Additional Charges. 

Article 9 

INSURANCE 

9.1 General Insurance Requirements. (a) Coverages by Landlord. During the Term, Landlord shall at its expense, without
reimbursement from Tenant, at all times keep the Leased Property insured with the kinds and amounts of insurance required under the Loan Agreement (except to the extent such insurance is required to be kept by Tenant pursuant to
Section 9.1(b)). The policies must name Landlord or Lender, if applicable, as the insured or as an additional named insured, as the case may be. 
 (b) Coverages by Tenant. During the Term, Tenant shall at its expense keep the insurance described in Sections 9.1(b)(i) through (v). This insurance shall be written by companies authorized to
issue insurance in the applicable state and otherwise acceptable to Landlord. If required by Landlord, the policies must name Landlord or Lender, if applicable, as an additional named insured. 

(i) Fidelity bonds with limits and deductibles as may be reasonably required by Landlord, covering Tenant’s employees in job
classifications normally bonded under prudent hotel management practices in the United States or otherwise required by law. 

(ii) Workers’ compensation benefits and employers’ liability insurance for all persons employed by Tenant on the Leased
Property to the extent necessary to protect Landlord and the Leased Property against Tenant’s workers’ compensation claims. 
 (iii) Vehicle liability insurance for owned, non-owned, and hired vehicles, including, without limitation, rented and leased vehicles containing minimum limits per occurrence of $1,000,000.00. 

(iv) General liability insurance with limits and deductibles as may be reasonably required by Landlord. 

  
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 (v) Such other insurance relating to the operation of the Hotel business as Landlord may
reasonably request; provided, that such other insurance is customary for facilities such as the Leased Property and the operation thereof. 
 9.2 Waiver of Subrogation. All insurance policies carried by Landlord or Tenant covering the Leased Property, the FF&E, the Hotels, or Tenant’s Personal Property, including, without
limitation, contents, fire, and casualty insurance, shall expressly waive any right of subrogation on the part of the insurer against the other party. The parties hereto agree that their policies will include such waiver clause or endorsement so
long as the same are obtainable without extra cost, and in the event of such an extra cost the other party, at its election, may pay the same, but shall not be obligated to do so. Each party agrees to seek recovery from any applicable insurance
coverage prior to seeking recovery against the other. 
 9.3 Form Satisfactory, Etc. All of the policies of insurance
referred to in this Article 9 shall be written in a form, with deductibles and by insurance companies reasonably satisfactory to Landlord and also shall meet and satisfy the requirements of any ground lessor, lender, or franchisor having any
interest in the Leased Property. Tenant shall deliver to Landlord policies or certificates of the insurance required under Section 9.1(b) as of their effective date (and, with respect to any renewal policy, upon or prior to the expiration of
the existing policy), and in the event of the failure of Tenant either to obtain such insurance as herein called for or to pay the premiums therefor, or to deliver such policies or certificates thereof to Landlord at the times required, Landlord
shall be entitled, but shall have no obligation, to obtain such insurance and pay the premiums therefor, and Tenant shall reimburse Landlord for any premium or premiums paid by Landlord for the coverages required under Section 9.1(b) upon
written demand therefor, and repay the same within 30 days after Notice of such failure from Landlord shall constitute an Event of Default. Each insurer mentioned in this Article 9 shall agree, by endorsement to the policy or policies issued by it,
or by independent instrument furnished to Landlord, to provide 30 days’ written notice to Landlord before the policy or policies in question shall be materially altered, allowed to expire, or canceled. 

9.4 Blanket Policy. Notwithstanding anything to the contrary contained in this Article 9, Tenant or Landlord may bring the
insurance provided for herein within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Tenant or Landlord; provided, that the coverage afforded to Landlord and Tenant will not be reduced or diminished or
otherwise be different from that which would exist under a separate policy meeting all other requirements of this Lease by reason of the use of such blanket policy of insurance; and provided further, that the requirements of this Article 9 are
otherwise satisfied. 
 9.5 Separate Insurance. Tenant shall not on Tenant’s own or pursuant to the request or
requirement of any third party, take out separate insurance concurrent in form or contributing in the event of loss with that required in this Article 9 to be furnished, or increase the amount of any then existing insurance by securing an additional
policy or additional policies, unless all parties having an insurable interest in the subject matter of the insurance, including, without limitation, and in all cases, Landlord, are each included therein as an additional insured, and the loss is
payable under such additional separate insurance in the same manner as losses are payable under this Lease. Tenant shall immediately provide Notice to Landlord that Tenant has obtained any such separate insurance or of the increasing of any of the
amounts of the then existing insurance. 

  
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 9.6 Reports on Insurance Claims. Tenant shall promptly investigate and make a
complete and timely written report to the appropriate insurance company as to all accidents, claims for damage relating to the ownership, operation, and maintenance of any Hotel, any damage or destruction to any Hotel, and the estimated cost of
repair thereof, and shall prepare any and all reports required by any insurance company in connection therewith. All such reports shall be timely filed with the insurance company as required under the terms of the insurance policy involved, and a
final copy of such report shall be furnished to Landlord. 
 9.7 Indemnification of Landlord. Except as expressly
provided herein, Tenant shall protect, indemnify, and hold harmless Landlord for, from, and against all liabilities, obligations, claims, damages, penalties, causes of action, costs, and reasonable expenses (including, without limitation, reasonable
attorneys’ fees), to the maximum extent permitted by law, imposed upon or incurred by or asserted against Landlord by reason of: (a) any accident, injury to, or death of persons, or loss of or damage to property of third parties, occurring
during the Term on or about the Leased Property or adjoining sidewalks or rights of way under Tenant’s control, and (b) any use, misuse, condition, management, maintenance, or repair by Tenant or anyone claiming under Tenant of the Leased
Property or Tenant’s Personal Property during the Term, or any litigation, proceeding, or claim by governmental entities to which Landlord is made a party or participant relating to such use, misuse, condition, management, maintenance, or
repair; provided, that Tenant’s obligations hereunder shall not apply to any liability, obligation, claim, damage, penalty, cause of action, cost, or expense arising from any gross negligence or willful misconduct of Landlord, its employees,
agents, contractors, or invitees. Tenant, at its expense, shall defend any such claim, action, or proceeding asserted or instituted against Landlord covered under this indemnity (and shall not be responsible for any duplicative attorneys’ fees
incurred by Landlord) or may compromise or otherwise dispose of the same. The obligations of Tenant under this Section 9.7 shall survive the termination of this Lease for a period of one year. 

Article 10 

DAMAGE, REPAIR, AND CONDEMNATION 
 10.1 Damage and Repair. (a) If, during the Term, a Hotel is damaged by a Minor Casualty, then Tenant shall proceed, or cause Manager to proceed, with all reasonable diligence, to process the
claim with the applicable insurance carriers, including, without limitation, settling such claim, and to make the necessary arrangements with appropriate contractors and suppliers to repair and/or replace the damaged portion of such Hotel.
Landlord’s consent shall not be needed for Tenant or Manager to perform any of the foregoing, all of which shall be performed in accordance with Tenant’s reasonable judgment; provided, that all such work shall be undertaken (i) in a
workmanlike manner, (ii) in accordance with the provisions of Section 11.3, and (iii) in accordance with plans and specifications approved by Landlord (which approval or disapproval shall be made within 10 Business Days after Landlord
receives the applicable plans or specifications and, if applicable, within 10 Business Days after Landlord receives any modifications of said plans or specifications to accommodate Landlord’s comments); provided, that the parties agree that the
standard for such repair and/or replacement shall be to repair and/or replace the damaged portion of such Hotel to levels of quality and quantity that are equal to those that existed with respect to such portion of such Hotel prior to the occurrence
of the damage at issue. Landlord agrees to sign promptly any documents which are necessary to process and/or adjust the claim with the insurance carriers, as well as any contracts with such contractors and/or suppliers. 

  
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 (b) If, during the Term, a Hotel suffers a Total Casualty, then Landlord shall, at its cost
and expense and with all reasonable diligence, repair and/or replace the damaged portion of such Hotel to the same condition as existed previously. Such damage or destruction shall not terminate this Lease. Notwithstanding any provisions of this
Article 10 to the contrary, if a Hotel suffers a Total Casualty during the last 24 months of the Term, then either party shall have the right to terminate this Lease with respect to such Hotel by giving Notice to the other within 30 days after the
date of damage or destruction, whereupon all accrued Rent with respect to such Hotel shall be paid immediately, this Lease shall automatically terminate with respect to such Hotel five (5) days after the date of such Notice and, upon such
termination, Minimum Rent payable hereunder shall be reduced by an amount equal to the Minimum Rent allocated to the applicable Hotel set forth in Exhibit A and the Thresholds shall be reduced by the applicable Threshold Allocation.
“Threshold Allocation” means (only for purposes of this Article 10), with respect to any applicable Hotel and as applied to the Thresholds, an amount calculated by multiplying the Thresholds by a fraction, the numerator of
which is the Minimum Rent allocated to the applicable Hotel as set forth in Exhibit A, and the denominator of which is the aggregate Minimum Rent for all of the Hotels as set forth in Exhibit A. 

(c) If, during the Term, a Hotel is damaged by fire, casualty, or other cause to a greater extent than a Minor Casualty, but not to the
extent of a Total Casualty, then Landlord shall, at its cost and expense and with all reasonable diligence, repair and/or replace the damaged portion of such Hotel to the same condition as existed previously. Tenant shall have the right to
discontinue operating, or cause Manager to discontinue operating, the Hotel to the extent Tenant deems necessary to comply with applicable Legal Requirements or as necessary for the safe and orderly operation of such Hotel. To the extent available,
proceeds from the insurance described in Section 9.1 of this Lease shall be applied to such repairs and/or replacements. The parties agree that Landlord’s obligations to repair and/or replace pursuant to the provisions of this
Section 10.1(c) shall be limited to the extent of available insurance proceeds (plus the amount of any applicable deductibles). The parties further agree that if Landlord is obligated to utilize such available insurance proceeds to repay any
obligations pursuant to any Mortgage, then Landlord shall be entitled to an equitable extension of time (in which Landlord has to fulfill its obligations pursuant to the provisions of this Section 10.1(c)) that is sufficient to allow Landlord
to obtain the necessary funding to replace such spent insurance proceeds and to make the repairs and/or replacements required hereunder. The parties further agree that Landlord’s obligations to repair and/or replace pursuant to the provisions
of this Section 10.1(c) shall be subject to Landlord’s ability to obtain such entitlements and/or other governmental approvals as may be necessary to undertake such repair and/or replacement; provided, that Landlord shall undertake good
faith efforts to obtain such entitlements and/or approvals. 
 (d) Subject to the terms of the Loan Documents, all insurance
proceeds payable by reason of any loss of or damage to any of Tenant’s Personal Property shall be paid to Tenant, and, to the extent necessary to repair or replace Tenant’s Personal Property in accordance with this Section 10.1(d),
Tenant shall hold such proceeds to pay the cost of repairing or replacing damaged Tenant’s Personal Property and, if this Lease terminates, pay the same over to Landlord. If Landlord undertakes to restore the Leased Property as hereinabove
provided, then Tenant shall either (i) restore all of Tenant’s Personal Property, if any, or (ii) replace Tenant’s Personal Property, if any, with items of the same or better quality and utility to the operation of the Leased
Property. 

  
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 10.2 Condemnation. (a) In the event all or substantially all of a Hotel shall be
taken in any eminent domain, condemnation, compulsory acquisition, or similar proceeding by any competent authority for any public or quasi-public use or purpose, or in the event a portion of a Hotel shall be so taken, but the result is that it is
unreasonable to continue to operate such Hotel in accordance with the standards required by this Lease, this Lease shall terminate with respect to such Hotel as of the date of the taking and, upon such termination, Minimum Rent payable hereunder
shall be reduced by an amount equal to the Minimum Rent allocated to the applicable Hotel set forth in Exhibit A and the Thresholds shall be reduced by the applicable Threshold Allocation. Landlord and Tenant shall each have the right to initiate
such proceedings as they deem advisable to recover any compensation to which they may be entitled. 
 (b) In the event a portion
of a Hotel shall be taken by the events described in Section 10.2(a), or an entire Hotel is affected but on a temporary basis, and the result is not to make it unreasonable to continue to operate such Hotel, this Lease shall not terminate, but
the Rent due hereunder shall be equitably abated taking into consideration, among other relevant factors, the number of useable rooms, the amount of square footage, or revenues affected or taken by such events. However, so much of any Award for any
such partial taking or condemnation as shall be necessary to render the Hotel equivalent to its condition prior to such event shall be used for such purpose and Tenant shall have the right to discontinue operating, or to cause Manager to discontinue
operating, the Hotel or portion of the Hotel to the extent it deems necessary for the safe and orderly operation of the Hotel. 

10.3 Disbursement of Award. Subject to the terms hereof, Landlord, Tenant, and any Mortgagee shall transfer any part of the Award
received by them, respectively, together with severance and other damages awarded for the taken Improvements and any deficiency Landlord or Tenant has agreed to pay to Mortgagee, or any Person designated by Mortgagee, and such amounts shall be
disbursed in accordance with terms of the Loan Documents. 
 Article 11 

SUBORDINATION, ETC. 
 11.1 Subordination. (a) The rights and interest of Tenant under this Lease and any and all liens, rights, and interests (whether choate or inchoate and including, without limitation, all
mechanic’s and materialmen’s liens under applicable law) owed, claimed, or held by Tenant in and to the Leased Property are and shall be in all respects subject, subordinate, and inferior to the Loan and the Loan Documents and to the
liens, security interests, and all other rights and interest created or to be created therein or thereby for the benefit of Lender, and securing the repayment of the Loan including, without limitation, those created under the Mortgage covering,
among other things, the Leased Property, and filed or to be filed of record in the public records maintained for the recording of mortgages in the jurisdictions where the Leased Property is located, and all renewals, extensions, increases,
supplements, spreaders, consolidations, amendments, modifications, and replacements thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Loan had been executed and delivered and the Mortgage
recorded prior to the execution and delivery of this Lease. At its option and in its sole discretion, Lender may elect to give the rights and interest of Tenant under this Lease priority over the lien of the Mortgage. In the event of such election,
the rights and interest of Tenant under this Lease automatically shall have priority over the lien of the Mortgage and no additional consent or instrument shall be necessary or required. However, Tenant agrees to


  
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execute and deliver whatever instruments may be reasonably requested by Lender for such purposes, and in the event Tenant fails so to do after demand in writing, Tenant does hereby make,
constitute, and irrevocably appoint Landlord as its attorney-in-fact and in its name, place, and stead so to do. 
 (b) To induce
Landlord to enter into this Lease, Tenant has agreed to execute and deliver the Mortgage and encumber and grant a security interest in (i) the leasehold interest created hereby, (ii) all rights of Tenant under this Lease, and
(iii) the FF&E transferred to Tenant pursuant to Section 20.2 and Exhibit B. 
 11.2 No Covenants, Conditions,
or Restrictions. (a) Landlord covenants that after the Commencement Date and during the Term, there will not be (unless Tenant has given its prior consent thereto) any covenants, conditions, or restrictions, including, without limitation,
reciprocal easement agreements or cost-sharing arrangements (individually or collectively referred to as “CC&R(s)”) affecting the Leased Property (i) which would prohibit Manager’s operation of the Hotels in accordance
with the terms of this Lease and the Management Agreement, including, without limitation, related amenities proposed for the Hotels; (ii) which would allow the Hotels’ facilities (for example, parking spaces) to be used by persons other
than guests, invitees, or employees of the Hotels except as approved by Tenant; (iii) which would allow the Hotels’ facilities to be used for specified charges or rates which have not been approved by Manager; or (iv) which would
subject the Hotels to exclusive arrangements regarding food and beverage operation or retail merchandise. 
 (b) Tenant shall
cause Manager to manage and operate the Hotels in compliance with all obligations imposed on Landlord or the Hotels pursuant to any CC&Rs to the extent (i) such obligations are known to Manager (ii) such CC&Rs relate to the
management and operation of the Hotels and (iii) the CC&Rs are not inconsistent with the Management Agreement. 

11.3 Liens; Credit. Tenant shall use commercially reasonable efforts to prevent any liens from being filed against the Hotels
which arise from any maintenance, repairs, alterations, improvements, renewals, or replacements in or to the Hotels, and shall cooperate fully in obtaining the release of any such liens. 

11.4 Amendments Requested by Mortgagee. If requested by any Mortgagee or prospective Mortgagee, Tenant agrees to execute and
deliver any amendment of this Lease that is reasonably required by such Mortgagee or prospective Mortgagee; provided, that Tenant shall be under no obligation to amend this Lease if the result of such amendment would be to materially and adversely
increase Tenant’s obligations or to materially and adversely affect Tenant’s rights under this Lease or to amend Article 5. Any such amendment shall be in effect only for the period of time in which such Mortgage is outstanding.

 11.5 Cash Management System. Landlord directs Tenant and Tenant acknowledges and agrees, pursuant to the terms of the
Cash Management Agreement, to deposit or cause to be deposited, and to cause Manager to deposit, all Receipts from the operation of the Leased Property and the Hotels into the Cash Management System so long as any amounts under the Loan are
outstanding. Landlord hereby expressly authorizes Tenant to receive any and all amounts released by Lender from the Cash Management System, including, without limitation, amounts deposited by Lender into any remainder account or subaccount or
released by Lender 

  
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from any reserve or escrow account or subaccount. For each month during the Term, the difference (the “Monthly Deposit Credit”) between (a) all Receipts deposited by
or on behalf of Tenant into the Cash Management System and (b) the sum of (i) any such funds deposited into the operating expense subaccount and the ground lease subaccount thereunder on account of the Leased Property, (ii) the
allocated share of funds deposited into the insurance escrow subaccount thereunder on account of the Leased Property relating to insurance to be provided by Tenant under Section 9.1(b), and (iii) any other such funds deposited into the
operating lessee remainder subaccount thereunder on account of the Leased Property, shall be deemed to offset and be applied to the payment of the Rent owed by Tenant for such month. If the Monthly Deposit Credit exceeds the amount of the Rent owed
by Tenant for any given month (the “Excess Monthly Deposit Credit”), then the Excess Monthly Deposit Credit shall accrue interest at the Interest Rate until paid or otherwise satisfied by Landlord or applied as payment of
rent in future periods; provided, that Tenant hereby waives its right to enforce or collect Excess Monthly Deposit Credits in cash against Landlord until the date which is 12 months after the Loan has been indefeasibly paid in full and any such
Excess Monthly Deposit Credits shall be subject to and subordinate in all respects to the Loan and the Loan Documents in accordance with the terms and provisions of Section 11.1. 

11.6 Compliance with Special Purpose Provisions. So long as the Loan is outstanding, Tenant hereby represents, warrants, and
covenants that it is, shall be, and shall continue to be a Special Purpose Entity. 
 Article 12 

DEFAULTS AND REMEDIES 
 12.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder: 

(a) should Tenant fail to make any payment of Minimum Rent or Percentage Rent within 5 Business Days after Notice thereof, or fail to make
payment of any other Rent or any other sum payable hereunder when due and such failure shall continue for a period of 30 days after Notice thereof; 
 (b) should Tenant fail to maintain the insurance coverages required under Article 9 and such failure shall continue for 10 Business Days after Notice thereof; 

(c) subject to Article 8 relating to permitted contests, should Tenant default in the due observance or performance of any of the terms,
covenants, or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and such default shall continue for a period of 30 days after Notice thereof from Landlord to Tenant;
provided, that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time, and if, in addition, Tenant commences to cure or cause to be cured such default within 30 days after Notice
thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, then such period of time shall be extended to such period of time (not to exceed 90 days) as may be necessary to cure such default with all due
diligence; 
 (d) should Tenant generally not be paying its debts as they become due or should Tenant make a general assignment
for the benefit of creditors; 

  
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 (e) should any petition be filed by or against Tenant under the Federal bankruptcy laws, or
should any other proceeding be instituted by or against Tenant seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment, or composition of it or its debts under any law relating to bankruptcy,
insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for Tenant or for any substantial part of the property of Tenant and such
proceeding is not dismissed within 60 days after institution thereof, or should Tenant take any action to authorize any of the actions set forth above in this paragraph; 
 (f) should Tenant cause or institute any proceeding for its dissolution or termination; 
 (g) unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8, should the estate or interest of Tenant in the Leased Property or any part thereof be levied upon
or attached in any proceeding and the same shall not be vacated, discharged, or fully bonded or otherwise secured to the reasonable satisfaction of Landlord within the later of (i) 60 days after such attachment or levy, unless the amount in
dispute is less than $100,000.00 (as adjusted each year by increases or decreases in the Index), in which case Tenant shall give notice to Landlord of the dispute but Tenant may defend in any suitable way, and (ii) 30 days after receipt by
Tenant of Notice thereof from Landlord; it being understood and agreed that Tenant may commence a contest of such matter pursuant to Article 8 above following such Notice from Landlord; or 

(h) should Tenant be in default under the Management Agreement beyond any applicable cure period, 

then, and in any such event, Landlord, in addition to all other remedies available to it, may terminate this Lease by giving Notice thereof to Tenant and
upon the expiration of the time fixed in such Notice, this Lease shall terminate and all rights of Tenant under this Lease shall cease. Landlord shall have and may exercise all rights and remedies available at law and in equity to Landlord as a
result of Tenant’s breach of this Lease, including, without limitation, the right of re-entry upon the Leased Property upon and at any time after the occurrence of an Event of Default. 

12.2 Damages. Neither the termination of this Lease, the repossession of the Leased Property, the failure of Landlord to relet the
Leased Property, nor the reletting of all or any portion thereof shall relieve Tenant of its liability and obligations hereunder, all of which shall survive any such termination, repossession, or reletting to the maximum extent permitted by law. In
the event of any such termination, Tenant shall forthwith pay to Landlord all Rent due and payable with respect to the Leased Property to and including the date of such termination. In addition, Tenant shall forthwith pay to Landlord, at
Landlord’s option, as and for liquidated and agreed current damages for Tenant’s default, either: 
 (a) Without
termination of Tenant’s rights to possession of the Leased Property, each installment of Rent (including Default Rent as determined below) and other sums payable to Tenant by Landlord under this Lease as the same becomes due and payable, which
Rent and other sums shall bear interest at the Interest Rate from the date due until paid or otherwise discharged, and Landlord may enforce, by action or otherwise, any other term or covenant of this Lease; or 

  
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 (b) the sum of: 
 (i) the unpaid Rent which had been earned at the time of termination, repossession, or reletting, and 
 (ii) the worth at the time of termination, repossession, or reletting of the amount by which the unpaid Rent for the balance of the Term after the time of termination, repossession, or reletting, exceeds
the amount of such rental loss that Tenant proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession, or reletting, if and to the extent required by applicable law (the “worth at the time
of termination, repossession, or reletting” of the amount referred to in this subparagraph (ii) is computed by discounting such amount at the discount rate of the Federal Reserve Bank of New York at the time of award plus 1%), and

 (iii) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to
perform its obligations under this Lease or which, in the ordinary course, would be likely to result therefrom. 
 “Default
Rent” for the purposes of this Section 12.2 shall be a sum equal to (A) the average of the annual amounts of the Percentage Rent for the three Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry,
or repossession takes place, or (B) if three Fiscal Years shall not have elapsed, the average of the Percentage Rent during the preceding Fiscal Years during which this Lease was in effect, or (C) if one Fiscal Year has not elapsed, the
amount derived by annualizing the Percentage Rent from the Commencement Date. 
 12.3 Waiver of Jury Trial. Landlord and
Tenant hereby waive, to the maximum extent permitted by Applicable Laws, trial by jury in any action, proceeding, or counterclaim brought by either of the parties hereto against the other or in respect of any matter whatsoever arising out of or in
any way connected with this Lease, the relationship of Landlord and Tenant hereunder, Tenant’s occupancy of the Leased Property, and/or any claim for injury or damage. 
 12.4 Application of Funds. Any payments received by Landlord under any of the provisions of this Lease during the existence or continuance of any Event of Default (and any payment made to Landlord
rather than Tenant due to the existence of any Event of Default) shall be applied to Tenant’s current and past due obligations under this Lease in such order as Landlord may determine or as may be required by Applicable Laws. 

12.5 Landlord’s Right to Cure Tenant’s Default. If an Event of Default shall have occurred and be continuing, then
Landlord, after Notice to Tenant with a courtesy copy to Manager (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of
Tenant and without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted
by law, enter upon the Leased Property or any portion thereof for such purpose and take all such action thereon as, in Landlord’s sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction
of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Interest Rate from the
date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand. 

  
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 12.6 Good Faith Dispute. If Tenant shall in good faith dispute the occurrence of any
Default, then Tenant, before the expiration of the applicable cure period, shall give Notice thereof to Landlord, setting forth, in reasonable detail, the basis therefor and (provided Tenant shall escrow disputed amounts, if any, pursuant to an
escrow arrangement reasonably acceptable to Landlord and Tenant) no Event of Default shall be deemed to have occurred; provided, that in the event of any eventual adverse determination, Tenant shall pay to Landlord interest on any disputed funds at
the Interest Rate, from the date demand for such funds was made by Landlord until the date of final adverse determination and, thereafter, at the Interest Rate until paid. 
 Article 13 
 HOLDING OVER 

Any holding over by Tenant after the expiration or sooner termination of this Lease shall be treated as a daily tenancy at sufferance at a
rate equal to twice the Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Otherwise, such holding over shall be on the
terms and conditions set forth in this Lease, to the extent applicable. Nothing contained herein shall constitute the consent, express, or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination of this Lease.

 Article 14 
 LANDLORD’S NOTICE OBLIGATIONS; LANDLORD’S DEFAULT 
 14.1
Landlord’s Notice Obligation. Landlord shall give prompt Notice to Tenant and the Manager of any materially adverse matters affecting the Leased Property of which Landlord receives written notice or actual, conscious, present knowledge,
and, to the extent Tenant and/or Manager otherwise has no notice or actual knowledge thereof, Landlord shall be liable for any liabilities, costs, damages, or claims (including, without limitation, reasonable attorneys’ fees) arising from the
failure to deliver such Notice to Tenant. As used in this Lease, “Landlord’s knowledge” or words of similar import shall mean the actual (and not constructive or imputed), conscious, present knowledge, without independent
investigation or inquiry of William D. Rahm, Vivek Melwani, A.J. Agarwal, Tyler Henritze, Michael Barr, and Daniel Kamensky. 

14.2 Landlord’s Default. (a) It shall be a breach of this Lease if Landlord fails to observe or perform any term,
covenant, or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Tenant, unless such failure cannot with due diligence be cured within a period of 30 days, in which case
such failure shall not be deemed a breach if Landlord proceeds within such 30 day period, with due diligence, to commence to cure the failure and thereafter diligently completes the curing thereof. The time within which Landlord shall be obligated
to cure any such failure also shall be subject to extension of time due to the occurrence of any Unavoidable Delay. If Landlord does not cure any such failure within the applicable time period as aforesaid, then Tenant may declare the existence of a
“Landlord Default” by a second Notice to Landlord. Thereafter, Tenant may forthwith cure the same. Tenant shall have no right to terminate this Lease for any Landlord Default and no right, for any such Landlord Default, to
offset or counterclaim against any Rent or other charges due hereunder. 

  
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 (b) If Landlord shall in good faith dispute the occurrence of a Landlord Default and
Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant setting forth, in reasonable detail, the basis therefor, then no Landlord Default shall be deemed to have occurred and Landlord shall have no
obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed funds at the
Interest Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Interest Rate until paid. If Tenant and Landlord shall fail, in good faith, to resolve any such dispute
within 30 days after Landlord’s Notice of dispute, then either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or otherwise by a
court of competent jurisdiction. 
 14.3 Tenant’s Right to Cure. Subject to the provisions of Section 14.2, if
Landlord breaches any covenant to be performed by it under this Lease, then Tenant after Notice to and demand upon Landlord as provided in Section 14.2, without waiving or releasing any obligation hereunder, may (but shall be under no
obligation at any time thereafter to) make such payment or perform such act for the account and at the expense of Landlord. All sums so paid by Tenant and all costs and expenses (including, without limitation, reasonable attorneys’ fees) so
incurred, together with interest thereon at the Interest Rate from the date on which such sums or expenses are paid or incurred by Tenant, shall be paid by Landlord, to Tenant on demand. The rights of Tenant hereunder to cure and to secure payment
from Landlord in accordance with this Section 14.3 shall survive the termination of this Lease with respect to the Leased Property. 
 Article 15 
 TRANSFERS BY LANDLORD 

Tenant acknowledges and agrees that Landlord has entered into the Loan and executed and/or delivered the Loan Documents to Lender and
Landlord has the unrestricted right to mortgage, cumber, convey, and assign its interest in the Leased Property to the mortgagee under the Mortgage and the other Loan Documents. Tenant agrees and acknowledges that, at the request of Lender and in
consideration for the granting of the Leased Property to Tenant, Tenant has and hereafter shall enter into and execute certain Loan Documents, including the Mortgage, in order to mortgage, cumber, convey, and assign its interest in the Leased
Property to further secure the Loan. If Landlord conveys the Leased Property in accordance with the terms hereof to the mortgagee under the Mortgage, or to a grantee or transferee that expressly assumes in writing all obligations of Landlord
hereunder arising or accruing from and after the date of such conveyance or transfer, then Landlord shall thereupon be released from all future liabilities and obligations of Landlord under this Lease arising or accruing from and after the date of
such conveyance or other transfer as to the Leased Property and all such future liabilities and obligations shall thereupon be binding upon the new owner. 

  
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 Article 16 
 SUBLETTING AND ASSIGNMENT 
 16.1 Subletting and Assignment.
(a) Except as provided in Section 16.3 and in this Section 16.1, Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its sole discretion), assign, mortgage, pledge,
hypothecate, encumber, or otherwise transfer this Lease or sublease (which term shall be deemed to include the granting of concessions, licenses, and the like), all or any part of the Leased Property or suffer or permit this Lease or the leasehold
estate created hereby or any other rights arising under this Lease to be assigned, transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or
operation of the Leased Property by anyone other than Tenant (but the foregoing is not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, Manager or other hotel manager), or
the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease shall be deemed to include the following: without Landlord’s consent, any direct or indirect
transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or substantially all of Tenant’s assets are transferred to any other Entity, as if such change
in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith in accordance with Article 8. 

(b) If this Lease is assigned or if the Leased Property or any part thereof is sublet (or occupied by anybody other than Tenant
hereunder), then Landlord may collect the rents from such assignee, subtenant, or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver of the provisions set
forth in the first paragraph of Section 16.1, the acceptance by Landlord of such assignee, subtenant, or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its covenants, agreements, or
obligations contained in this Lease. 
 (c) No subletting or assignment shall in any way impair the continuing primary liability
of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be a waiver of the
prohibition set forth in Section 16.1. No assignment, subletting, or occupancy shall affect any Permitted Use. Any subletting, assignment, or other transfer of Tenant’s interest under this Lease in contravention of Section 16.1 shall
be voidable at Landlord’s option. 
 16.2 Required Sublease Provisions. Any sublease of any portion of the Leased
Property entered into on or after the date hereof shall provide (a) that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subject or subordinate; (b) that in the event of termination of this
Lease or reentry or dispossession of Tenant by Landlord under this Lease, Landlord may, at its option, terminate such sublease or take over all of the right, title, and interest of Tenant, as sublessor under such sublease, and, except as provided
below, such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Mortgagee, as holder of a mortgage or as Landlord under this Lease, if such
Mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset, 

  
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or defense which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous prepayment of more than one Accounting Period, (iv) be bound by any covenant of
Tenant to undertake or complete any construction of the Leased Property or any portion thereof, (v) be required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant,
(vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for services, repairs, maintenance, and restoration provided for under the sublease that are performed after the date of such attornment;
(vii) be responsible for any monies owing by Tenant to the credit of such subtenant, or (viii) be required to remove any Person occupying any portion of the Leased Property; and (c) in the event that such subtenant receives a written
Notice from Landlord or any Mortgagee stating that an Event of Default has occurred and is continuing, such subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such
party may direct. All rentals received from such subtenant by Landlord or the Mortgagee, as the case may be, shall be credited against the amounts owing by Tenant under this Lease and such sublease shall provide that the subtenant thereunder shall,
at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease duly executed by Tenant and such subtenant shall be delivered promptly to Landlord and Tenant shall
remain liable for the payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder. The provisions of this Section 16.2 shall not be deemed a waiver of the provisions set
forth in Section 16.1(a). No subtenant that is an Affiliate of Tenant shall be required to attorn to Landlord as set forth above in this Section 16.2. 
 16.3 Permitted Sublease and Assignment. Notwithstanding the foregoing, but subject to the provisions of Section 16.4 and any other express conditions or limitations set forth herein, Tenant
may, without Landlord’s consent, sublease space at the Leased Property for any uses ancillary to the Permitted Use, so long as such subleases do not demise, in the aggregate, in excess of 3,000 square feet (exclusive of any parking garage
subleases), and will not violate or affect any Legal Requirement or Insurance Requirement. 
 16.4 Sublease Limitation.
For so long as Landlord or any Affiliate of Landlord or any Member or beneficiary of Landlord or any direct or indirect constituent owner thereof shall seek to qualify as a real estate investment trust under the Code, anything contained in this
Lease to the contrary notwithstanding, Tenant shall not sublet the Leased Property on any basis such that the rental to be paid by any sublessee thereunder would be based, in whole or in part, on either (a) the income or profits derived by the
business activities of such sublessee or (b) any other formula such that any portion of such sublease rental would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or
successor provision thereto. 
 Article 17 
 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS 
 17.1 Estoppel
Certificates. At any time and from time to time, upon not less than 10 Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other a certificate certifying that this Lease is unmodified and in full
force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, that to its knowledge no Default or an Event of Default by the other party 

  
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has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such
additional information as the requesting party may reasonably request. If such additional information reasonably requires more than 10 Business Days to provide, then the party furnishing such information shall be entitled to such additional period
to respond to such request as may be reasonably required under the circumstances. Any such certificate furnished pursuant to this Section 17.1 may be relied upon by the requesting party, its lenders, and any prospective purchaser or mortgagee
of the Leased Property or the leasehold estate created hereby. 
 17.2 Accounting and Annual Reconciliation.
(a) Within 30 days after the close of each Accounting Period (or such earlier time period as required under the Management Agreement), Tenant shall cause Manager to deliver an interim accounting (the “Accounting Period
Statement”) to Landlord showing Gross Revenues, and applications and distributions thereof for the preceding Accounting Period. Tenant shall cause Manager to transfer to Tenant, with each Accounting Period Statement, any interim amounts due
Tenant, subject to Working Capital needs, and shall retain any interim amounts due Manager. Calculations and payments of the Management Fees due Manager, and distributions to Tenant made with respect to each Accounting Period within a Fiscal Year
shall be accounted for cumulatively. 
 (b) Within 120 days after the end of each Fiscal Year (or such earlier time period as
required under the Management Agreement), Tenant shall cause Manager to deliver to Tenant and Landlord a statement (the “Annual Operating Statement”) in reasonable detail summarizing the operations of the Hotels for the
immediately preceding Fiscal Year, audited and certified by a nationally recognized firm of certified public accountants having hotel accounting experience as described in the Management Agreement. The parties shall promptly after Landlord’s
receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such Annual Operating Statement as reconciled by Manager
and/or Tenant to the Accounting Period Statements. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. 
 17.3 Books and Records. Books of control and account pertaining to operations at the Hotels shall be kept by Tenant, or by Manager on behalf of Tenant, on the accrual basis and in all material
respects in accordance with the Uniform System of Accounts and GAAP. Tenant, upon Landlord’s reasonable request and at reasonable intervals during Manager’s normal business hours, shall examine such records to seek to obtain such
information therefrom as reasonably directed by Landlord. 
 17.4 Business Plan. (a) Tenant shall cause Manager to
deliver to Landlord and Tenant for their review and approval, at least 15 days (or such earlier time period as required under the Management Agreement) prior to the date on which Landlord is required to deliver same to Lender pursuant to the Loan
Documents for each Fiscal Year which begins after the Commencement Date, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current Fiscal Year, each in a
reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also cause Manager to submit
to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(c) and the Building Estimate 

  
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described in Section 5.3 at the same time that it submits the business plan. Tenant shall cause Manager to prepare the business plan in accordance with the standards set forth in this Lease
and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and, in the event that Landlord disapproves any category in the business plan, Landlord shall notify
Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5 Business Day period. The parties will attempt to resolve in good faith any such objections by
Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing, Landlord shall not be entitled to withhold its approval with respect to costs that are
system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are reasonably comparable to others in the hospitality industry. Pending such agreement, Tenant
shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year
just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant
cannot resolve in good faith any such objections by Landlord within the second 5 Business Day period set forth above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year, as
same may be revised by Landlord to the extent such revisions are required by Lender pursuant to the Loan Documents, is herein referred to as the “Business Plan”.  

(b) Tenant shall cause Manager to diligently operate the Hotels in accordance with the Business Plan. 

(c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s request, Tenant shall
cause Manager to include (to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general information concerning pay
scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year; (ii) Manager’s marketing plan for the
forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates of the Hotels’ Working Capital and Fixed
Asset Supply needs for the forthcoming Fiscal Year. 
 Article 18 

LANDLORD’S RIGHT TO INSPECT 
 The parties acknowledge that Landlord is a direct or indirect controlled subsidiary of an entity, ESH Hospitality Holdings LLC, a Delaware limited liability company (the “REOC
Parent”), that is intended to qualify as a “real estate operating company” (a “REOC”) within the meaning of the U.S. Department of Labor plan assets regulation (Section 2510.3-101, Part 2510 of Chapter XXV, Title 29 of
the Code of Federal Regulations) and that it is intended that Landlord will have the rights, pursuant to this Lease, as would be reasonably necessary to result in the qualification of REOC Parent as a REOC. Without limiting the generality of the
foregoing, notwithstanding any other provision of this Lease, without prejudice to the other rights provided 

  
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to Landlord under this Lease, Tenant agrees to: (a) permit Landlord and REOC Parent to visit and inspect the Leased Property, to make such repairs as Landlord is permitted or required to
make pursuant to the terms of this Lease, and inspect and copy the books and records of Tenant, at such times as Landlord shall reasonably request; provided, that any inspection or repair by Landlord and REOC Parent or their representatives will not
unreasonably interfere with Tenant’s or Manager’s use and operation of the Leased Property; (b) periodically (at least quarterly) provide Landlord and REOC Parent with information and reports regarding Tenant’s or Manager’s
operation and management of the Leased Property and the performance of its duties under this Lease and with respect to renovations, alterations, general maintenance, repairs, and development activities that Tenant has engaged in or intends to engage
in with respect to the Leased Property and its surroundings; (c) periodically (at least quarterly) consult with Landlord and REOC Parent in advance with respect to any right retained under this Lease and with respect to Tenant’s operation
and management of the Leased Property, as appropriate, and the performance of Tenant’s duties under this Lease including, without limitation, with respect to matters relating to renovations, alterations, general maintenance, repairs, and
development activities with respect to the Leased Property and its surroundings; and (d) to provide Landlord and REOC Parent with such other rights as may reasonably be determined by Landlord to be necessary to enable REOC Parent to qualify as
a REOC; provided, that such additional rights do not materially adversely affect (A) Tenant’s ability to perform its duties under this Lease or the economic benefits enjoyed by Tenant under this Lease or (B) the status of ESH
Hospitality as a real estate investment trust under the Code. Tenant agrees to consider, in good faith, the recommendations of Landlord in connection with the matters on which it is consulted as described above. 

Article 19 

GROUND LEASE 
 19.1 Ground Leases. It is understood and agreed that Landlord holds a leasehold interest in the Land and Hotels located at the addresses listed on Exhibit E. 

19.2 This Lease is, in Part, a Sublease. The parties acknowledge that this Lease is a sublease with respect to the property
demised under the Ground Lease which shall, at all times during the Term, be subject and subordinate to the Ground Lease and all matters to which the Ground Lease is subject and subordinate. Tenant hereby expressly assumes and agrees to comply with
and be bound by, for the benefit of Landlord, all of the covenants, agreements, terms, and obligations of the Ground Lease, except as modified herein, and all such covenants, agreements, terms, and obligations of the Ground Lease are made a part of
and incorporated into this Lease as if recited herein in full. Landlord and Tenant further agree not to take any action or perform any act or fail to perform any act which would result in the violation or breach of any of the covenants, agreements,
terms, or obligations under the Ground Lease on the part of the Landlord as lessee thereunder. As between the parties hereto only, in the event of a conflict between the terms of the Ground Lease and the terms of this Lease, the terms of this Lease
shall control. 

  
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 Article 20 
 LIMITATIONS 
 20.1 REIT Compliance. Landlord is an indirect wholly
owned subsidiary of ESH Hospitality. Tenant acknowledges that ESH Hospitality intends to qualify as a real estate investment trust under the Code. Tenant agrees that it will not knowingly or intentionally take or omit to take any action, or permit
any status or condition to exist at the Leased Property, which Tenant actually knows (acting in good faith) would or could result in (a) the Rent payable under this Lease not qualifying as “rents from real property” as defined in
Section 856(d) of the Code or (b) ESH Hospitality being disqualified from treatment as a real estate investment trust under the Code as the provisions exist on the date hereof; provided, that notwithstanding anything herein to the
contrary, (A) Tenant shall not be responsible for any act or omission of Landlord or Manager (unless Manager’s action was with the express written consent, or at the direction, of Tenant), and (B) any action by Tenant taken in
compliance with the express terms of this Lease or the Management Agreement shall not be deemed to create a Default or Event of Default under this Section 20.1. Tenant shall jointly elect with ESH Hospitality that Tenant shall be treated as a
“taxable REIT subsidiary” under Section 856(l)(1)(B) of the Code. 
 20.2 FF&E Limitation. This
Section 20.2 is intended to insure that all of the rent payable under this Lease qualifies as “rents from real property” within the meaning of Section 856(d) of the Code or any similar or successor provisions thereto. In
furtherance of such purpose, the parties have agreed to the terms set forth in Exhibit B. 
 20.3 Sublease Rent
Limitation. Anything contained in this Lease to the contrary notwithstanding, from and after the Commencement Date, Tenant shall not knowingly or intentionally (acting in good faith) enter into any sublease with respect to the Leased Property or
any part thereof on any basis such that the rental to be paid by the sublessee thereunder would be based (or considered to be based), in whole or in part, on either (a) the income or profits derived by the business activities of the sublessee,
or (b) any other formula such that any portion of the rent payable hereunder would or could, to Tenant’s actual knowledge (acting in good faith), fail to qualify as “rents from real property” within the meaning of
Section 856(d) of the Code, or any similar or successor provisions thereto. 
 Article 21 

MISCELLANEOUS 
 21.1 No Waiver. No failure by Landlord or Tenant to insist upon the strict performance of any term hereof or to exercise any right, power, or remedy consequent upon a breach thereof, and no
acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the maximum extent permitted by law, no waiver of any breach shall affect or alter this
Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach. 
 21.2
Remedies Cumulative. To the maximum extent permitted, by law, each legal, equitable, or contractual right, power, and remedy of Landlord or Tenant, now or hereafter provided either in this Lease or by statute or otherwise, shall be cumulative
and concurrent and shall be in addition to every other right, power, and remedy and the exercise or beginning of the exercise by Landlord or Tenant (as applicable) of any one or more of such rights, powers, and remedies shall not preclude the
simultaneous or subsequent exercise by Landlord of any or all of such other rights, powers, and remedies. 
 21.3
Severability. Any clause, sentence, paragraph, section, or provision of this Lease held by a court of competent jurisdiction to be invalid, illegal, or ineffective shall not impair, invalidate, or nullify the remainder of this Lease, but rather
the effect thereof shall be confined to the clause, sentence, paragraph, section, or provision so held to be invalid, illegal, or ineffective, and this Lease shall be construed as if such invalid, illegal, or ineffective provisions had never been
contained herein. 

  
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 21.4 Acceptance of Surrender. No surrender to Landlord of this Lease or of the Leased
Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Landlord and no act by Landlord or any representative or agent of Landlord, other than such a written acceptance by
Landlord, shall constitute an acceptance of any such surrender. 
 21.5 No Merger of Title. It is expressly acknowledged
and agreed that it is the intent of the parties that there shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own, or hold, directly or indirectly, this Lease or the
leasehold estate created hereby and the fee estate or ground landlord’s interest in the Leased Property. 
 21.6
Conveyance by Landlord. If Landlord or any successor owner of all or any portion of the Leased Property shall convey all or any portion of the Leased Property in accordance with the terms of this Lease other than as security for a debt, and the
grantee or transferee of such of the Leased Property shall expressly assume all obligations of Landlord hereunder with respect to such of the Leased Property arising or accruing from and after the date of such conveyance or transfer, then Landlord
or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Landlord under this Lease with respect to such of the Leased Property arising or accruing from and after the date of such
conveyance or other transfer and all such future liabilities and obligations shall thereupon be binding upon the new owner. 

21.7 Quiet Enjoyment. Provided that no Event of Default shall have occurred and be continuing, Tenant shall peaceably and quietly
have, hold, and enjoy the Leased Property for the Term, free of hindrance or molestation by Landlord or anyone claiming by, through, or under Landlord, but subject to (a) any encumbrance permitted to be created by Landlord hereunder,
(b) all Permitted Encumbrances, (c) liens as to obligations of Landlord that are either not yet due or which are being contested in good faith and by proper proceedings; provided, that the same do not materially interfere with
Tenant’s or Manager’s ability to operate the Hotels, and (d) liens that have been consented to in writing by Tenant. Except as otherwise provided in this Lease, no failure by Landlord to comply with the foregoing covenant shall give
Tenant the right to cancel or terminate this Lease or abate, reduce, or make a deduction from or offset against the Rent or any other sum payable under this Lease ,or to fail to perform any other obligation of Tenant hereunder. 

21.8 Memorandum of Lease. Neither Landlord nor Tenant shall record this Lease. However, Landlord and Tenant shall promptly, upon
the request of the other, enter into a short form memorandum of this Lease, in form suitable for recording under the laws of the states in which the Hotels are located in which reference to this Lease, and all options contained herein, shall be
made; provided, that during the term of the Loan, Landlord and Tenant shall not record any such short form memorandum of this Lease without obtaining the prior consent of Lender. The parties shall share equally all costs and expenses of recording
such memorandum. 

  
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 21.9 True Lease. The parties hereto intend that this Lease shall be treated as a true
lease for federal tax purposes. 
 21.10 Notices. (a) Any and all notices, demands, consents, approvals, offers,
elections, and other communications required or permitted under this Lease shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by mail, or Federal Express or similar expedited commercial carrier,
addressed to the recipient of the notice, postpaid, and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier). 

(b) All notices required or permitted to be sent hereunder shall be deemed to have been given for all purposes of this Lease upon the date
of receipt or refusal, except that whenever under this Lease a notice is either received on a day which is not a Business Day or is required to be delivered on or before a specific day which is not a Business Day, the day of receipt or required
delivery shall automatically be extended to the next Business Day. 
  

	 	(c)	All such notices shall be addressed, 

 If to Landlord to: 
 c/o Centerbridge Partners, L.P. 

375 Park Avenue 

New York, New York 10152 
 Attention: William D. Rahm 
 Facsimile No.: (212) 672-5001 

Attention: General Counsel and Scott Hopson 
 Facsimile No.: (212) 672-4501 and (212) 672-4526 
 and to: 

c/o Paulson & Co. Inc. 
 1251 Avenue of the Americas, 50th Floor 
 New York, New York 10020 

Attention: Michael Barr 
 Facsimile No.: (212) 351-5892 
 Attention: General Counsel 

Facsimile No.: (212) 977-9505\ 
 and to: 
 c/o The Blackstone Group 

345 Park Avenue 

New York, New York 10154 
 Attention: A.J. Agarwal 
 Facsimile No.: (212) 583-5725 

Attention: General Counsel 
 Facsimile No.: (646) 253-8983 

  
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 with a copy to: 
 Fried, Frank, Harris, Shriver & Jacobson LLP 
 One New York Plaza

 New York, New York 10004 
 Attention: Harry R. Silvera, Esq. 
 Facsimile No.: (212) 859-4000 

If to Tenant to: 
 c/o HVM L.L.C. 
 100 Dunbar Street 

Spartanburg, South Carolina 29306 
 Attention: F. Joseph Rogers 
 Facsimile No.: (864) 573-2090 

Attention: General Counsel 
 Facsimile No.: (864) 573-1665 
 with a copy to: 

Fried, Frank, Harris, Shriver & Jacobson LLP 
 One New York Plaza 
 New York, New York 10004 

Attention: Harry R. Silvera, Esq. 
 Facsimile No.: (212) 859-4000 
 (d) By notice given as herein provided, the
parties hereto and their respective successors and assigns shall have the right from time to time and at any time during the term of this Lease to change their respective addresses effective upon receipt by the other parties of such notice and each
shall have the right to specify as its address any other address within the United States of America. Landlord and Tenant shall deliver a copy of each notice sent to the other party to Lender at an address provided by Lender to Landlord and Tenant.

 21.11 Construction; Nonrecourse. Neither this Lease nor any provision hereof may be changed, waived, discharged, or
terminated except by an instrument in writing signed by all the parties thereto. All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Each term or provision of this Lease to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the exercise of any rights of Tenant or Landlord under this Lease. In the event of any
dispute between the parties concerning this Lease, Landlord shall be entitled to an award of attorney’s fees and costs in connection with such dispute, including, without limitation, in connection with any suit, action, arbitration, or other
proceeding concerning such dispute. Except as otherwise set forth in this Lease, any obligations arising prior to the expiration or sooner termination of this Lease of Tenant (including, without limitation, any monetary, repair, and indemnification
obligations) and Landlord shall survive the expiration or sooner termination of this Lease; provided, that each party shall be required to give the other Notice of any such surviving and unsatisfied obligations within one year after the expiration
or sooner termination of this Lease. Nothing contained in this Lease shall be construed to create or impose any liabilities or obligations and no such liabilities or obligations shall be 

  
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imposed on any of the shareholders, beneficial owners, direct or indirect, officers, directors, trustees, employees, or agents of Landlord or Tenant for the payment or performance of the
obligations or liabilities of Landlord or Tenant hereunder. Further, in the event Landlord shall be in default under this Lease, and if as a consequence of such default, Tenant shall recover a money judgment against Landlord, then such judgment
shall be satisfied only out of the proceeds of sale received upon execution of such judgment against the right, title, and interest of Landlord in the Leased Property. 
 21.12 Counterparts; Headings. This Lease may be executed in two or more counterparts, each of which shall constitute an original, but which, when taken together, shall constitute but one instrument
and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in this Lease are for purposes of reference only and shall not limit
or affect the meaning of the provisions hereof. 
 21.13 Applicable Law. This Lease shall be interpreted, construed,
applied, and enforced in accordance with the laws of the State of New York; provided, that the provisions for the enforcement of Landlord’s rights and remedies hereunder shall be governed by the laws of each of the respective states where the
Leased Property is located to the extent necessary for the validity and enforcement thereof. 
 21.14 Right to Make
Agreement. Each party warrants, with respect to itself, that neither the execution of this Lease, nor the consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order, or
decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach or default under any indenture, contract, or other commitment or restriction to which it is a party or by which it is bound; nor require
any consent, vote, or approval which has not been given or taken, or at the time of the transaction involved shall not have been given or taken. Each party covenants that it has and will continue to have, throughout the term of this Lease and any
extensions thereof, the full right to enter into this Lease and perform its obligations hereunder. 
 21.15 Disclosure of
Information. (a) The parties hereto agree that the matters set forth in this Lease and any revenue, expense, net profit, room rate, and occupancy information provided on a Hotel by Hotel basis are strictly confidential and each party will
make every effort to ensure that the information is not disclosed to any Person that is not an Affiliate of any party (including the press) without the prior written consent of the other party, except as may be required by law and as may be
reasonably necessary to obtain licenses, permits, and other public approvals necessary for the refurbishment or operation of the Hotels, or, in connection with a Landlord financing, a sale of a Hotel, or a sale of a Controlling Interest in Landlord
or Tenant. 
 (b) Notwithstanding anything to the contrary in the foregoing provisions of this Section 21.15 or elsewhere in
this Lease, any party (and any employee, representative, or other agent of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Lease and all
materials of any kind (including opinions or other tax analyses) that are provided to any party relating to such tax treatment and tax structure; provided, that any such information and materials shall be kept confidential to the extent necessary to
comply with any applicable securities laws. For purposes of the preceding sentence, the tax treatment and tax structure of the transactions contemplated by 

  
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this Lease shall not be deemed to include the identity of the parties, the location of the Leased Property, or the amount of Rent payable by Tenant hereunder. The foregoing authorization of
disclosure is retroactively effective immediately upon commencement of the first discussions among the parties regarding the transactions contemplated hereby, and the parties aver and affirm that this tax disclosure authorization has been given on a
date which is no later than 30 days from the first day that any party (or any employee, representative, or other agent of a party) first made or provided a statement as to the potential federal income tax consequences that may result from the
transactions contemplated hereby. 
 (c) The obligations of Tenant and Landlord contained in this Section 21.15 shall
survive the expiration or earlier termination of this Lease. 
 21.16 Operating Lease. The parties hereto intend that
this Lease shall be deemed for all purposes to be an operating lease and not a capital lease. 
 21.17 No Joint Venture or
Partnership. Landlord and Tenant intend that the relationship created hereunder be solely that of landlord and tenant. Nothing herein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between
Landlord and Tenant. 
 21.18 Landlord Obligations. Each Entity comprising “Landlord” shall be responsible for
complying with their respective obligations under this Lease, as such obligations relate to the applicable Leased Property owned by such Entity. 
 21.19 Tax Allocation. Landlord and Tenant hereby agree that the Minimum Rent and Percentage Rent allocated for tax purposes each taxable year shall equal the cash amounts of Minimum Rent and
Percentage Rent paid during such year. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 IN WITNESS WHEREOF, the parties have executed this Lease as of the date above first written.

  

			
	LANDLORD
	
	ESA P PORTFOLIO L.L.C.
		
	By:	 	 /s/ Susanne Clark

		 	Name: Susanne Clark
		 	Title: Authorized Signatory


  

			
	ESA P PORTFOLIO MD TRUST
		
	By:	 	 /s/ Susanne Clark

		 	Name: Susanne Clark
		 	Title: Authorized Signatory


  

			
	ESH/TN PROPERTIES L.L.C.
		
	By:	 	 /s/ Susanne Clark

		 	Name: Susanne Clark
		 	Title: Authorized Signatory


  

			
	TENANT
	
	ESA P PORTFOLIO OPERATING LESSEE INC.
		
	By:	 	 /s/ Susanne Clark

		 	Name: Susanne Clark
		 	Title: Authorized Signatory


 Operating Lease — P Portfolio 







 EXHIBIT B 
 PROVISIONS RELATING TO EXCESS FF&E 
 1. This Exhibit B is intended to insure
that all of the rent payable under this Lease qualifies as “rents from real property” within the meaning of Section 856(d) of the Code or any similar or successor provisions thereto. In furtherance of such purpose, the parties have
agreed to the terms set forth in the following paragraphs of this Exhibit B with the objective that, anything contained in this Lease to the contrary notwithstanding, the average of the fair market value of the items of “personal property”
(within the meaning of Section 856(d)(1)(C) of the Code) that are leased to Tenant under a lease at the beginning and at the end of any Fiscal Year shall not exceed 14% of the average of the aggregate fair market value of the Leased Property
under such lease at the beginning and at the end of each such Fiscal Year as determined by the Landlord pursuant to Section 856(d)(1)(c) (the “FF&E Limitation”). The provisions contained in the following paragraphs shall be
interpreted in a manner consistent with the intent and objective described above (it being understood that this paragraph constitutes a statement of the parties’ mutual intent only and that the failure to achieve such objective, absent any
Default or Event of Default under the other paragraphs of this Exhibit B or any other provisions of this Lease, shall not constitute a Default or an Event of Default hereunder). 

2. If Landlord reasonably anticipates and gives Notice (an “Excess FF&E Notice”) and reasonably satisfactory evidence
to Tenant that the FF&E Limitation might be exceeded with respect to any Leased Property for any Fiscal Year, then Tenant shall, in accordance with the provisions set forth below and within 60 days following the delivery of such Excess FF&E
Notice, purchase from Landlord, or Landlord shall contribute to the capital of Tenant, those items or categories of FF&E to be acquired by Landlord during such Fiscal Year which are designated in such Excess FF&E Notice as anticipated to
cause Landlord to exceed the FF&E Limitation (“Excess FF&E”). If Tenant shall purchase such Excess FF&E from Landlord, then the price shall be equal to the Excess FF&E FMV. 

3. With respect to any Excess FF&E first received or purchased by Tenant pursuant to the terms of this Exhibit B during a particular
Fiscal Year, Tenant’s annual Rent obligations shall be reduced, because such Excess FF&E is no longer leased by Tenant, in the following manner (the “FF&E Adjustment”): 

(a) For the Fiscal Year in which such Excess FF&E is first placed in service by Tenant, such reduction shall be in an amount (the
“First Year FF&E Adjustment”) equal to the mathematical product of (i) the Market Leasing Factor for personal property with an average expected useful life corresponding to the weighted average expected useful life (as
determined in accordance with GAAP and rounded to the nearest whole year) of all Excess FF&E first placed in service by Tenant during such Fiscal Year (such weighted average, the “Applicable Expected Life”) times (ii) the
Excess FF&E Value of all Excess FF&E first placed in service by Tenant during such Fiscal Year times (iii) 110% times (iv) 50%; 
 (b) For each subsequent Fiscal Year prior to the Fiscal Year in which the Applicable Expected Life for such Excess FF&E expires, such reduction shall be in an amount equal to twice the First Year
FF&E Adjustment; and 

  
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 (c) For the Fiscal Year in which the Applicable Expected Life for such Excess FF&E
expires, such reduction shall be in an amount equal to the First Year FF&E Adjustment. 
 It is contemplated that there would be a separate
FF&E Adjustment for all Excess FF&E first placed in service during a single Fiscal Year (with such FF&E Adjustment extending for a period equal to the lesser of the remaining Term or the Applicable Expected Life of the Excess FF&E
acquired during such Fiscal Year). The Rent payable by Tenant for each Accounting Period in a Fiscal Year to which one or more FF&E Adjustments apply shall be reduced by an amount equal to the mathematical product of (A) the amount of such
applicable FF&E Adjustment (or if more than one FF&E Adjustment apply in such Fiscal Year, the sum of such applicable FF&E Adjustments) times (B) a fraction, the numerator of which is one and the denominator of which is the number
of Accounting Periods in such Fiscal Year. The “Excess FF&E Value” of any Excess FF&E shall be the fair market value of such Excess FF&E (“Excess FF&E FMV”) plus the aggregate amount of out-of-pocket
transactional costs (including, without limitation, reasonable attorneys’ fees and any ad valorem, sales, transfer, transaction, or similar tax, levy, or other governmental charge) incurred by such purchaser in connection with its
purchase of such Excess FF&E. The “Market Leasing Factor” (with there to be a separate Market Leasing Factor for each whole number of years of expected useful life of Excess FF&E) shall be determined by an independent
valuation expert, acceptable to both Landlord and Tenant, who shall determine the Market Leasing Factors based on the median of the leasing rates of at least three nationally recognized companies engaged in the business of leasing similar FF&E
or personal property and equipment. The cost of such expert shall be borne by Landlord. 
 Notwithstanding anything to the contrary contained in
this paragraph 3, Tenant’s annual Rent as reduced by operation of this paragraph shall not be less than the Minimum Rent provided for in Article 3 of this Lease. 
 4. In the event that Tenant owns any Excess FF&E at the expiration or earlier termination of this Lease (including, without limitation, a termination in connection with a transfer of ownership of the
Leased Property), Landlord shall purchase from Tenant and Tenant shall sell to Landlord, on the effective date of such expiration or termination, all such Excess FF&E for a purchase price equal to the fair market value (which the parties hereby
agree shall not be less than the adjusted book value) of such Excess FF&E at such time (the “Excess FF&E Repurchase Price”). 
 5. In the event that Lender forecloses on its Mortgage on any Excess FF&E owned by Tenant in connection with, but not separate from, a foreclosure of the Leased Property, Landlord shall reimburse
Tenant for the loss of such Excess FF&E in an amount equal to the Excess FF&E Repurchase Price plus any reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Tenant in complying with (but
not contesting) such foreclosure. 

  
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 EXHIBIT D 
 TRADEMARK LICENSE AGREEMENTS 
 Trademark License Agreement, dated as of October 8, 2010,
between ESH Strategies Branding LLC and ESA P Portfolio Operating Lessee Inc. 

  
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 EXHIBIT E 
 GROUND LEASED PROPERTIES 
  

	1.	2504 North Carolina Highway 54, Durham, North Carolina 

  

	2.	45 Glimcher Realty Way, Elizabeth, New Jersey 

  

	3.	1 Plaza Drive, Secaucus, New Jersey 

  

	4.	3045 South Maryland Parkway, Las Vegas ̧ Nevada 

  

	5.	8 East Swedesford Road, Malvern, Pennsylvania 


  
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