Dessert Ridge Mezzaine Loan Agreement


    
      

    


     

    MEZZANINE
      LOAN AGREEMENT

     

     

    Floating
      Rate

     

     

    Between

     

     

    DRR
      SENIOR MEZZ, LLC,

     

     

    as
      Borrower,

     

     

    and

     

     

    BARCLAYS
      CAPITAL REAL ESTATE INC.,

     

     

    as
      Lender

     

     

    Dated
      as
      of June 15, 2005

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    
      
        TABLE
          OF
          CONTENTS

         

        
          	 	 	
                  Page

                
	 	
                  ARTICLE
                    1

                	 
	 	 	 
	 	
                  DEFINED
                    TERMS AND CONSTRUCTION GUIDELINES

                	 
	 	 	 
	
                  Section
                    1.01

                	
                  Defined
                    Terms

                	
                  2

                
	
                  Section
                    1.02

                	
                  General
                    Construction

                	
                  28

                
	 	 	 
	 	
                  ARTICLE
                    2

                	 
	 	 	 
	 	
                  MAXIMUM
                    LOAN AMOUNT; PAYMNET TERMS; ADVANCES

                	 
	 	 	 
	
                  Section
                    2.01

                	
                  Commitment
                    to Lend

                	
                  28

                
	
                  Section
                    2.02

                	
                  Calculation
                    of Interest

                	
                  29

                
	
                  Section
                    2.03

                	
                  Payment
                    of Principal and Interest

                	
                  30

                
	
                  Section
                    2.04

                	
                  Payments
                    Generally

                	
                  32

                
	
                  Section
                    2.05

                	
                  Prepayment
                    Rights

                	
                  33

                
	
                  Section
                    2.06

                	
                  Intentionally
                    Omitted

                	
                  35

                
	
                  Section
                    2.07

                	
                  Interest
                    Rate Cap/Hedge

                	
                  35

                
	 	 	 
	 	
                  ARTICLE
                    3

                	 
	 	 	 
	 	
                  CASH
                    MANGEMENT

                	 
	 	 	 
	
                  Section
                    3.01

                	
                  Marriott
                    FF&E Reserve Account

                	
                  37

                
	
                  Section
                    3.02

                	
                  Deposits
                    into Marriott FF&E Reserve Account

                	
                  38

                
	
                  Section
                    3.03

                	
                  Deposits
                    into Cash Management Account

                	
                  39

                
	
                         
                    Section 3.04

                	
                  Other
                    Deposits into the Cash Management Account

                	
                  39

                
	
                         
                    Section 3.05

                	
                  Other
                    Deposits into Lockbox Account

                	
                  39

                
	
                  Section
                    3.06

                	
                  Transfers
                    to Cash Management Account and Mezzanine Deposit

                  Account

                	
                   

                  40

                
	 	
                  ARTICLE
                    4

                	 
	 	 	 
	 	
                  ESCROW
                    AND RESERVE REQUIREMENTS

                	 
	 	 	 
	
                  Section
                    4.01

                	
                  Creation
                    and Maintenance of Escrows and Reserves

                	
                  40

                
	
                  Section
                    4.02

                	
                  Tax
                    Escrow

                	
                  42

                
	
                  Section
                    4.03

                	
                  Insurance
                    Premium Escrow

                	
                  43

                
	
                  Section
                    4.04

                	
                  Ground
                    Rents Escrow

                	
                  44

                
	
                  Section
                    4.05

                	
                  FF&E
                    Reserve Account

                	
                  45

                
	
                  Section
                    4.06

                	
                  Advance
                    Bookings Reserve Account 

                	
                  46

                
	
                  Section
                    4.07

                	
                  Seasonal
                    Reserve Account 

                	
                  47

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Section
                    4.08

                	
                  Waiver
                    of Certain Reserve Requirements

                	
                  48

                
	
                  Section
                    4.09

                	
                  Mezzanine
                    Debt Service Reserve Account

                	
                  48

                
	
                  Section
                    4.10

                	
                  Cash
                    Trap Reserve Account 

                	
                  49

                
	 	 	 
	
                   

                  ARTICLE
                    5

                
	 	 	 
	
                  COMPLETION
                    OF REPAIRS RELATED TO RESERVE ACCOUNTS;

                
	
                  CONDITIONS
                    TO RELEASE OF FUNDS

                
	 
	
                  Section
                    5.01

                	
                  Conditions
                    Precedent to Disbursements from Certain Reserve
                    Accounts

                	
                  49

                
	
                  Section
                    5.02

                	
                  Wavier
                    of Conditions to Disbursement

                	
                  51

                
	
                  Section
                    5.03

                	
                  Intentionally
                    Omitted

                	
                  51

                
	
                  Section
                    5.04

                	
                  Performance
                    of Reserve Items

                	
                  51

                
	 	 	 
	
                  ARTICLE
                    6

                
	 	 	 
	
                  LOAN
                    SECURITY AND RELATED OBLIGATIONS

                
	 	 	 
	
                  Section
                    6.01

                	
                  Pledge
                    Agreement

                	
                  52

                
	
                  Section
                    6.02

                	
                  Subordination
                    of Property Management Contracts

                	
                  52

                
	
                  Section
                    6.03

                	
                  Assignment
                    of Rate Cap Agreement

                	
                  52

                
	
                  Section
                    6.04

                	
                  Intentionally
                    Deleted

                	
                  52

                
	
                  Section
                    6.05

                	
                  Pledge
                    as Property; Grant of Security Interest

                	
                  52

                
	
                  Section
                    6.06

                	
                  Environmental
                    Indemnity Agreement

                	
                  53

                
	
                  Section
                    6.07

                	
                  Guaranty
                    

                	
                  53

                
	 	 	 
	
                  ARTICLE
                    7

                
	 	 	 
	
                  SINGLE
                    PURPOSE ENTITY REQUIREMENTS

                
	 	 	 
	
                  Section
                    7.01

                	
                  Commitment
                    to be a Single Purpose Entity

                	
                  53

                
	
                  Section
                    7.02

                	
                  Definition
                    of Single Purpose Entity

                	
                  54

                
	 	 	 
	
                  ARTICLE
                    8

                
	 	 	 
	
                  REPRESENTATIONS
                    AND WARRANTIES

                
	 	 	 
	
                  Section
                    8.01

                	
                  Organization;
                    Legal Status

                	
                  60

                
	
                  Section
                    8.02

                	
                  Power;
                    Authorization; Enforceable Obligations

                	
                  60

                
	
                  Section
                    8.03

                	
                  No
                    Legal Conflicts

                	
                  60

                
	
                  Section
                    8.04

                	
                  No
                    Litigation 

                	
                  60

                
	
                  Section
                    8.05

                	
                  Business
                    Purpose of Loan 

                	
                  61

                
	
                  Section
                    8.06

                	
                  Warranty
                    of Title

                	
                  61

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Section
                    8.07

                	
                  Mortgage
                    Loan Representations

                	
                  61

                
	
                  Section
                    8.08

                	
                  No
                    Condemnation

                	
                  61

                
	
                  Section
                    8.09

                	
                  No
                    Contractual Obligations

                	
                  61

                
	
                  Section
                    8.10

                	
                  Subsidiaries

                	
                  61

                
	
                  Section
                    8.11

                	
                  Intentionally
                    Deleted

                	
                  61

                
	
                  Section
                    8.12

                	
                  Intentionally
                    Deleted

                	
                  61

                
	
                  Section
                    8.13

                	
                  Intentionally
                    Deleted

                	
                  61

                
	
                  Section
                    8.14

                	
                  Intentionally
                    Deleted

                	
                  62

                
	
                  Section
                    8.15

                	
                  Intentionally
                    Deleted

                	
                  62

                
	
                  Section
                    8.16

                	
                  Intentionally
                    Deleted

                	
                  62

                
	
                  Section
                    8.17

                	
                  Intentionally
                    Deleted

                	
                  62

                
	
                  Section
                    8.18

                	
                  Intentionally
                    Deleted

                	
                  62

                
	
                  Section
                    8.19

                	
                  Leases

                	
                  62

                
	
                  Section
                    8.20

                	
                  Management
                    Agreement

                	
                  62

                
	
                  Section
                    8.21

                	
                  Financial
                    Condition 

                	
                  63

                
	
                  Section
                    8.22

                	
                  Taxes

                	
                  63

                
	
                  Section
                    8.23

                	
                  No
                    Foreign Person

                	
                  63

                
	
                  Section
                    8.24

                	
                  Federal
                    Regulations

                	
                  63

                
	
                  Section
                    8.25

                	
                  Investment
                    Company Act; Other Regulations

                	
                  63

                
	
                  Section
                    8.26

                	
                  ERISA

                	
                  63

                
	
                  Section
                    8.27

                	
                  Intentionally
                    Deleted

                	
                  63

                
	
                  Section
                    8.28

                	
                  Compliance
                    with Anti-Terrorism, Embargo, Sanctions and
                    Anti-Money

                  Laundering
                    Laws

                	
                   

                  63

                
	 
	
                  Section
                    8.29

                	
                  Brokers
                    and Financial Advisors

                	
                  63

                
	
                  Section
                    8.30

                	
                  Complete
                    Disclosure; No Material Change in Facts or
                    Circumstances

                	
                  64

                
	
                  Section
                    8.31

                	
                  Intentionally
                    Deleted

                	
                  64

                
	
                  Section
                    8.32

                	
                  Survival
                    

                	
                  64

                
	 	 	 
	
                  ARTICLE
                    9

                
	 	 	 
	 	
                  BORROWER
                    COVENANTS

                	 
	 	 	 
	
                  Section
                    9.01

                	
                  Payment
                    of Debt and Performance of Obligations

                	
                  64

                
	
                  Section
                    9.02

                	
                  Payment
                    of Taxes and Other Lienable Charges

                	
                  64

                
	
                  Section
                    9.03

                	
                  Insurance
                    

                	
                  65

                
	
                  Section
                    9.04

                	
                  Obligations
                    upon Condemnation or Casualty

                	
                  65

                
	
                  Section
                    9.05

                	
                  Intentionally
                    Deleted

                	
                  66

                
	
                  Section
                    9.06

                	
                  Lease
                    and Receipts

                	
                  66

                
	
                  Section
                    9.07

                	
                  Use
                    of Property

                	
                  67

                
	
                  Section
                    9.08

                	
                  Maintenance
                    of Property; Required Repairs

                	
                  67

                
	
                  Section
                    9.09

                	
                  Waste

                	
                  68

                
	
                  Section
                    9.10

                	
                  Compliance
                    with Laws

                	
                  68

                
	
                  Section
                    9.11

                	
                  Financial
                    Reports, Books and Records

                	
                  69

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Section
                    9.12

                	
                  Performance
                    of the Material Operating Agreements

                	
                  71

                
	
                  Section
                    9.13

                	
                  Existence;
                    Change of Name; Location as a Registered
                    Organization

                	
                  72

                
	
                  Section
                    9.14

                	
                  Property
                    Management

                	
                  72

                
	
                  Section
                    9.15

                	
                  ERISA

                	
                  73

                
	
                  Section
                    9.16

                	
                  Compliance
                    with Anti-Terrorism, Embargo, Sanctions and
                    Anti-Money

                  Laundering
                    Laws

                	
                  73

                
	
                  Section
                    9.17

                	
                  Requirements
                    of Law; Permits, Licenses, Approvals

                	
                  74

                
	
                  Section
                    9.18

                	
                  Name

                	
                  74

                
	
                  Section
                    9.19

                	
                  Liquidity
                    Facility

                	
                  74

                
	
                  Section
                    9.20

                	
                  Permitted
                    Encumbrance Documents

                	
                  75

                
	
                  Section
                    9.21

                	
                  Notices
                    

                	
                  75

                
	
                  Section
                    9.22

                	
                  Special
                    Distributions 

                	
                  75

                
	
                  Section
                    9.23

                	
                  Curing
                    

                	
                  75

                
	
                  Section
                    9.24

                	
                  Mortgage
                    Borrower Covenants

                	
                  76

                
	
                  Section
                    9.25

                	
                  Limitation
                    on Securities Issuances

                	
                  76

                
	
                  Section
                    9.26

                	
                  Limitation
                    on Distributions

                	
                  76

                
	
                  Section
                    9.27

                	
                  Other
                    Limitations

                	
                  76

                
	 	 	 
	
                  ARTICLE
                    10

                
	 	 	 
	
                  NO
                    TRANSFERS OR ENCUMBRANCES; DUE ON SALE 

                
	 	 	 
	
                  Section
                    10.01

                	
                  Prohibition
                    Against Transfers

                	
                  77

                
	
                  Section
                    10.02

                	
                  Lender
                    Approval 

                	
                  77

                
	
                  Section
                    10.03

                	
                  Refinancing
                    

                	
                  78

                
	
                  Section
                    10.04

                	
                  Anti-Terrorism
                    Compliance

                	
                  79

                
	 	 	 
	
                  ARTICLE
                    11

                
	 	 	 
	
                  EVENTS
                    OF DEFAULT; REMEDIES

                
	 	 	 
	
                  Section
                    11.01

                	
                  Events
                    of Default 

                	
                  80

                
	
                  Section
                    11.02

                	
                  Remedies

                	
                  82

                
	
                  Section
                    11.03

                	
                  Cumulative
                    Remedies; No waiver; Other Security

                	
                  84

                
	
                  Section
                    11.04

                	
                  Enforcement
                    Costs

                	
                  84

                
	
                  Section
                    11.05

                	
                  Power
                    of Attorney

                	
                  85

                
	 	 	 
	
                  ARTICLE
                    12

                
	 	 	 
	
                  NONRECOURSE-LIMITATIONS
                    ON PERSONAL LIABILITY

                
	 	 	 
	
                  Section
                    12.01

                	
                  Nonrecourse
                    Obligation

                	
                  85

                
	
                  Section
                    12.02

                	
                  Personal
                    Liability for Certain Losses

                	
                  85

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  Section
                    12.03

                	
                  Full
                    Personal Liability

                	
                  86

                
	
                  Section
                    12.04

                	
                  No
                    Impairment

                	
                  86

                
	
                  Section
                    12.05

                	
                  No
                    Waiver of Certain Rights

                	
                  87

                
	 	 	 
	
                  ARTICLE
                    13

                
	 	 	 
	
                  INDEMNIFICATION

                
	 	 	 
	
                  Section
                    13.01

                	
                  Indemnification
                    Against Claims

                	
                  87

                
	
                  Section
                    13.02

                	
                  Duty
                    to Defend

                	
                  87

                
	 	 	 
	
                  ARTICLE
                    14

                
	 	 	 
	
                  SUBROGATION;
                    NO USURY VIOLATIONS

                
	 	 	 
	
                  Section
                    14.01

                	
                  Subrogation

                	
                  88

                
	
                  Section
                    14.02

                	
                  No
                    Usury

                	
                  88

                
	
                  ARTICLE
                    15 

                
	 	 	 
	
                  SALE
                    OR SECURITIZATION OF LOAN

                
	 	 	 
	
                  Section
                    15.01

                	
                  Splitting
                    the Note

                	
                  88

                
	
                  Section
                    15.02

                	
                  Reallocation
                    of Loan Amounts and Modification of Interest
                    Rates

                	
                  89

                
	
                  Section
                    15.03

                	
                  Lender’s
                    Rights to Sell or Securitize

                	
                  89

                
	
                  Section
                    15.04

                	
                  Dissemination
                    of Information 

                	
                  89

                
	
                  Section
                    15.05

                	
                  Securitization
                    Indemnification

                	
                  90

                
	 	 	 
	
                  ARTICLE
                    16

                
	 	 	 
	
                  BORROWER’S
                    FURTHER ACTS AND ASSURANCES;

                  PAYMENT
                    OF SECURITY; RECORDING CHARGES

                
	 	 	 
	
                  Section
                    16.01

                	
                  Further
                    Acts

                	
                  91

                
	
                  Section
                    16.02

                	
                  Replacement
                    Documents

                	
                  91

                
	
                  Section
                    16.03

                	
                  Borrower
                    Estoppel Certificates

                	
                  91

                
	
                  Section
                    16.04

                	
                  Recording
                    Costs

                	
                  92

                
	
                  Section
                    16.05

                	
                  Intentionally
                    Deleted

                	
                  92

                
	
                  Section
                    16.06

                	
                  Certain
                    Additional Rights of Lender (VCOC)

                	
                  92

                
	 	 	 
	
                  ARTICLE
                    17

                
	 	 	 
	
                  LENDER
                    CONSENT

                
	 	 	 
	
                  Section
                    17.01

                	
                  No
                    Joint Venture; No Third Party Beneficiaries

                	
                  93

                
	
                  Section
                    17.02

                	
                  Lender
                    Approval 

                	
                  93

                
	
                  Section
                    17.03

                	
                  Performance
                    at Borrower’s Expense

                	
                  93

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  ARTICLE
                    18

                
	 	 	 
	
                  MISCELLANEOUS
                    PROVISONS

                
	 	 	 
	
                  Section
                    18.01

                	
                  Notices

                	
                  94

                
	
                  Section
                    18.02

                	
                  Entire
                    Agreement; Modifications; Time of Essence

                	
                  95

                
	
                  Section
                    18.03

                	
                  Binding
                    Effect; Joint and Several Obligations

                	
                  95

                
	
                  Section
                    18.04

                	
                  Duplicate
                    Originals; Counterparts

                	
                  96

                
	
                  Section
                    18.05

                	
                  Unenforceable
                    Provisions

                	
                  96

                
	
                  Section
                    18.06

                	
                  Governing
                    Law

                	
                  96

                
	
                  Section
                    18.07

                	
                  Consent
                    to Jurisdiction 

                	
                  97

                
	
                  Section
                    18.08

                	
                  WAIVER
                    OF TRAIL BY JURY

                	
                  97

                
	
                  Section
                    18.09

                	
                  Reinstatement

                	
                  98

                
	
                  Section
                    18.10

                	
                  Acknowledgment
                    

                	
                  98

                
	
                  Section
                    18.11

                	
                  Certain
                    Additional Rights of Lender

                	
                  98

                
	 	 	 
	
                  Exhibit
                    A

                	
                  Compliance
                    Certificate Form

                	 
	
                  Exhibit
                    B

                	
                  Prepayment
                    Percentages

                	 
	
                  Exhibit
                    C

                	
                  Organizational
                    Chart

                	 
	
                  Exhibit
                    D

                	
                  Rent
                    Roll 

                	 
	
                  Exhibit
                    E

                	
                  Certificate
                    of Executive Officer of Borrower

                	 
	
                  Exhibit
                    F

                	
                  Exceptions
                    to Representations and Warranties

                	 
	
                  Exhibit
                    G

                	
                  Liquidity
                    Facility Documents

                	 
	 	 	 


        

        


        


        


      

    

    


     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    MEZZANINE
      LOAN AGREEMENT

     

    Floating
      Rate

     

    THIS
      MEZZANINE LOAN AGREEMENT (this “Agreement”)
      is
      made as of this 15th day of June, 2005 by and between DRR SENIOR MEZZ LLC,
      a
      Delaware limited liability company (“Borrower”),
      as
      borrower and BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation (together
      with its successors and assigns, “Lender”),
      as
      lender.

     

    Background

     

    WHEREAS,
      BARCLAYS CAPITAL REAL ESTATE INC., as mortgage lender (“Mortgage
      Lender”),
      has
      made a loan in the original principal amount of $270,000,000 (the “Mortgage
      Loan”)
      to
      DESERT RIDGE RESORT, LLC, a Delaware limited liability company (“Mortgage
      Borrower”)
      pursuant to a Loan Agreement dated as of the date hereof (as amended,
      supplemented or otherwise modified from time to time, the “Mortgage
      Loan Agreement”),
      which
      Mortgage Loan is evidenced by a Promissory Note of even date therewith (as
      amended, supplemented or otherwise modified from time to time, the “Mortgage
      Note”)
      made
      by Mortgage Borrower to Mortgage Lender and secured by, among other things,
      a
      certain Fee and Leasehold Deed of Trust, Security Agreement and Fixture Filing
      of even date therewith (as amended, supplemented or otherwise modified from
      time
      to time, the “Mortgage”)
      by
      Mortgage Borrower to First American Title Insurance Company for the benefit
      of
      Mortgage Lender pursuant to which Mortgage Borrower has granted the Mortgage
      Lender a first priority deed of trust on, among other things, the real property
      and other collateral as more fully described in the Mortgage (collectively,
      the
“Property”);

     

    WHEREAS,
      Borrower is the legal and beneficial owner of all of the membership interests
      in
      Mortgage Borrower, consisting of a 100% limited liability company interest
      therein (the “Pledged
      Company Interests”);

     

    WHEREAS,
      Borrower has requested Lender to make a Loan to it in the aggregate principal
      amount of $31,500,000; and

     

    WHEREAS,
      as a condition precedent to the obligation of Lender to make the Loan to
      Borrower, Borrower has entered into that certain Pledge and Security Agreement,
      dated as of the date hereof, in favor of Lender (as amended, supplemented or
      otherwise modified from time to time, the “Pledge
      Agreement”),
      pursuant to which Borrower has granted to Lender a first priority security
      interest in the Collateral (as defined in the Pledge Agreement) as collateral
      security for the Debt (as defined below).

     

    Agreement

     

    NOW,
      THEREFORE, in consideration of such loan and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      and
      intending to be legally bound hereby, Borrower and Lender agree as
      follows:

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      1  

     

    


     

    DEFINED
      TERMS AND CONSTRUCTION GUIDELINES

     

    Section
      1.01  Defined
      Terms. 
      The
      following terms have the meanings set forth below:

     

      “Acceptable
      Management Period”
      means
      any period during which Acceptable Manager is managing the Property pursuant
      to
      the Property Management Contracts.

     

      “Acceptable
      Manager”
      shall
      mean (i) any manager listed on Exhibit G to the Mortgage Loan Agreement,
      provided each such property manager continues to be (A) Controlled by
      substantially the same Persons Controlling such property manager as of the
      Closing Date (or if such Property Manager is a publicly traded company, such
      Property Manager continues to be publicly traded on an established securities
      market) and (B) and such Property Manager is managing hotels of quality and
      at
      least 90% of the number of hotels and rooms equal to or exceeding the hotels
      and
      rooms such Property Manager managed as of the Closing Date and (ii) any
      Affiliate Controlled by any of the foregoing Persons.

     

      “Accounting
      Period”
      means
      (a) if a Marriott Management Period no longer exists, each calendar
      month,
      and (b) if a Marriott Management Period exists, each of the
      four (4)-week accounting periods having the same beginning and ending
      dates
      as Property Manager’s four (4)-week accounting periods, except that an
      Accounting Period may occasionally contain five (5) weeks when necessary
      to
      conform the Property Manager’s accounting system to the calendar; there are
      thirteen Accounting Periods in a Fiscal Year of Property Manager.

     

      “Act”
      means
      the Delaware Limited Liability Company Act, Section 18-101 et. seq.
      of the
      Delaware Code, as amended from time to time.

     

      “Additional
      Mezzanine Financing”
      shall
      have the meaning set forth in Section 9.19(b).

     

      “Adjustment
      Rights”
      means,
      collectively, Lender’s rights under this Agreement to (a) change the
      Payment Due Date to a different calendar day pursuant to Section 2.03(b),
      (b) change the Interest Rate Adjustment Date to a different day pursuant
      to
      the definition of “Interest Rate Adjustment Date” and (c) change the Interest
      Period to reflect any change made to the Payment Due Date pursuant to Section
      2.03(b).

     

      “Advance
      Bookings”
      means
      all commitments, reservations and agreements regarding future use of guest
      rooms, banquet rooms, conference rooms and other facilities constituting part
      of
      the Property.

     

      “Advance
      Bookings Deposits”
      means
      all deposits, advance payments and similar items for Advance
      Bookings.

     

      “Advance
      Bookings Reserve Account”
      means a
      sub-account of the Cash Management Account held by Lender, or Lender’s designee,
      in which the Advance Bookings Reserve Funds will be held, which shall not
      constitute a trust fund, all as more specifically set forth in Section 4.06
      and subject to Section 4.08.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Advance
      Bookings Reserve Funds”
      has the
      meaning set forth in Section 4.06(a) hereof, subject to adjustment as
      set
      forth in Sections 4.06(b) and (c) hereof.

     

      “Advance
      Bookings Reserve Statement”
      means
      the quarterly statement delivered pursuant to Section 9.11(a)(ii)(D)
      hereof
      and setting forth all the then unearned or otherwise refundable Advance Bookings
      Deposits made with respect to the Property.

     

      “Affiliate”
      of any
      Person means (a) any other Person which (i) directly or indirectly,
      owns more than forty-nine percent (49%) of the beneficial or equity interests
      in
      such Person or (ii) directly or indirectly, is in Control of, is Controlled
      by or is under common Control with, such Person; (b) any other Person
      who
      is a director or officer of (i) such Person, (ii) any subsidiary
      of
      such Person, or (iii) any Person described in clause (a) above;
      or (c)
      any corporation, limited liability company or partnership which has as a
      director any Person described in clause (b) above; provided that
      notwithstanding the foregoing, the Marriott Entities and the CNL Entities are
      not Affiliates of each other under the Loan Documents by reason of clauses
      (b)
      and (c) above. 

     

      “Aggregate
      Debt Service”
      means,
      with respect to any particular period of time, the aggregate debt service of
      the
      Mortgage Loan and the Loan calculated using the Loan Constant.

     

      “Annual
      Period”
      means
      any period of four (4) consecutive Fiscal Quarters.

     

      “Anti-Terrorism
      Laws”
      shall
      mean, collectively, (a) the Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
      (Public Law 107 56) (The USA PATRIOT Act), (b) Executive Order No. 13224
      on
      Terrorist Financing, effective September 24, 2001, and relating to Blocking
      Property and Prohibiting Transactions With Persons Who Commit, Threaten to
      Commit, or Support Terrorism, (c) the International Emergency Economic
      Power Act, 50 U.S.C. §1701 et seq. and (d) all other Legal Requirements
      relating to money laundering or terrorism.

     

      “Applicable
      Interest Rate”
      has the
      meaning set forth in Section 2.02(b) hereof. It is the interest rate
      from
      time to time accruing on the Loan.

     

      “Approved
      Budget”
      has the
      meaning set forth in Section 9.11(a)(v) hereof.

     

      “Assignment
      of Interest Rate Cap”
      means
      the Collateral Assignment of Interest Rate Protection Agreement dated as of
      the
      Closing Date executed by Borrower in favor of Lender, assigning to Lender all
      of
      Borrower’s rights, title and interest in and to the Rate Cap
      Agreement.

     

      “Bankruptcy
      Code”
      means
      the Bankruptcy Reform Act of 1978 codified as 11 U.S.C. §101 et seq., and the
      regulations issued thereunder, both as previously and hereafter modified from
      time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Borrower”
      has the
      meaning in the introductory paragraph of this Agreement.

     

      “Borrower
      Agreement”
      means
      that certain Limited Liability Company Agreement of
      Borrower, dated as of June 15, 2005. 

     

      “Business
      Day”
      or
“business
      day”
      means
      any day other than a Saturday, a Sunday, or days when Federal Banks located
      in
      the State of New York are closed for a legal holiday or by government directive.
      When used with respect to the Interest Rate Adjustment Date, “Business Day”
      shall mean a day on which banks are open for dealing in foreign currency and
      exchange in London and New York City.

     

      “Case
      Goods”
      shall
      mean furniture and furnishings used in the Property, including, without
      limitation: chairs, beds, chests, headboards, desks, lamps, tables, television
      sets, mirrors, pictures, wall decorations and similar items.

     

      “Cash
      Flow Available for Debt Service”
      means,
      for a specified period: (i) if such period ends during a Marriott
      Management Period, the aggregate Operating Profit (as defined in each of the
      Property Management Contracts) for such period; and (ii) if such period
      does not end during a Marriott Management Period (a) Operating Income,
      minus (b) Operating Expenses, as determined in accordance with the Uniform
      System of Accounts, and minus (c) without duplication, amounts required
      to
      be deposited into the FF&E Reserve Account in accordance with this
      Agreement.

     

      “Cash
      Management Account”
      shall
      have the meaning set forth in the Cash Management Agreement.

     

      “Cash
      Management Agreement”
      means
      the Cash Management Agreement dated as of the Closing Date between Mortgage
      Borrower, Property Manager and Mortgage Lender.

     

      “Cash
      Trap Period”
      shall
      have the meaning set forth in the Mortgage Loan Agreement.

     

      “Cash
      Trap Reserve Account”
      shall
      have the meaning set forth in the Mortgage Loan Agreement.

     

      “Cash
      Trap Reserve Deposits”
      shall
      have the meaning set forth in Section 4.10.

     

      “Cash
      Trap Termination Event”
      shall
      have the meaning set forth in the Mortgage Loan Agreement.

     

      “Cash
      Trap Trigger Amount”
      shall
      have the meaning set forth in the Mortgage Loan Agreement.

     

      “Casualty”
      means
      the occurrence of damage or destruction to the Property, or any part thereof,
      by
      fire, flood, vandalism, windstorm, hurricane, earthquake, acts of terrorism
      or
      any other casualty.

     

      “Closing
      Date”
      means
      June 15, 2005.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “CNL”
      means
      CNL Hotels & Resorts, Inc., a Maryland corporation.

     

      “CNL
      Entity”
      means
      any Person that is both (i) at least fifty-one percent (51%) owned, directly
      or
      indirectly by CNL and (ii) Controlled by, Controlling or under common Control
      with CNL.

     

      “CNL
      Guarantor”
      means
      CNL Hospitality Partners, LP, a Delaware limited partnership.

     

      “Collateral”
      has the
      meaning set forth in the Pledge Agreement.

     

      “Compliance
      Certificate”
      means a
      compliance certificate substantially in the form of Exhibit
      A
      hereto,
      signed by a Responsible Officer of Borrower.

     

      “Condemnation”
      means
      the taking by any Governmental Authority of the Property or any part thereof
      through eminent domain or otherwise (including, without limitation, any transfer
      made in lieu of or in anticipation of the exercise of such taking).

     

      “Contractual
      Obligation”
      shall
      mean as to any Person, any provision of any security issued by such Person
      or of
      any agreement, instrument or undertaking to which such Person is a party or
      by
      which it or any of its property is bound, or any provision of the
      foregoing.

     

      “Control”
      means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person whether through ownership
      of voting securities, beneficial interests, by contract or otherwise. The
      definition is to be construed to apply equally to variations of the word
“Control” including “Controlled,”“Controlling” or “Controlled by.”

     

      “Covered
      Disclosure Information”
      has the
      meaning set forth in Section 15.05 hereof.

     

      “Debt”
      means
      the aggregate of all principal and interest payments that accrue or are due
      and
      payable in accordance with this Agreement, together with any other amounts
      due
      under the Loan Documents. The terms “Debt” and “Loan” have the same meaning
      whenever used in the Loan Documents.

     

      “Debt
      Service Coverage Constant Ratio”
      means,
      as to a specific period, the ratio of (a) the Cash Flow Available for
      Debt
      Service, to (b) the Aggregate Debt Service.

     

      “Default
      Rate”
      has the
      meaning set forth in Section 2.04(e) of this Agreement.

     

      “Disbursement
      Request”
      means a
      written request from Borrower delivered to Lender, in a form reasonably
      acceptable to Lender, signed by a Responsible Officer of Borrower and requesting
      Lender to disburse funds from a Reserve Account. Each Disbursement Request
      shall
      describe in reasonable detail the use of the funds requested by the Disbursement
      Request and shall have attached to it, as applicable: (a) copies of
      invoices for all items or materials purchased or services performed which are
      to
      be funded by the Disbursement Request, to the extent available, and
      (b) copies of all permits, licenses and approvals, if any, by any
      Governmental Authority confirming completion of the Reserve Items. If a copy
      of
      an invoice is not available, Borrower shall be required to evidence, to Lender’s
      reasonable satisfaction, the amounts expended for which reimbursement is
      requested.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Disclosure
      Documents”
      has the
      meaning set forth in Section 15.04 of this Agreement.

     

      “DRRP”
      means
      Desert Ridge Resort Partners, LLC, a Delaware limited liability
      company.

     

    “Eligibility
      Requirements”
      shall
      mean, with respect to any Person, that such Person (i) has total assets
      (in
      a name or under management) in excess of $600,000,000 and (except with respect
      to a pension advisory firm or similar fiduciary) capital/statutory surplus
      or
      shareholder’s equity of $250,000,000 and (ii) is regularly engaged in the
      business of making or owning commercial real estate loans or mezzanine loans
      or
      operating commercial mortgage properties.

     

      “Eligible
      Account”
      means a
      separate and identifiable account from all other funds held by the holding
      institution that is either (a) an account or accounts maintained with
      a
      federal or state-chartered depository institution or trust company which
      complies with the definition of Eligible Institution or (b) a segregated
      trust account or accounts maintained with the corporate trust department of
      a
      federal or state-chartered depository institution or trust company acting in
      its
      fiduciary capacity which, in the case of a state-chartered depository
      institution or trust company is subject to regulations substantially similar
      to
      12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at
      least $50,000,000 and subject to supervision or examination by federal and
      state
      authority. An Eligible Account will not be evidenced by a certificate of
      deposit, passbook or other instrument.

     

      “Eligible
      Institution”
      means
      (a) KeyBank, N.A., or (b) a federal or state-chartered depository
      institution or trust company insured by the Federal Deposit Insurance
      Corporation the short term unsecured debt obligations or commercial paper of
      which are rated at least A-1 by S&P, P-1 by Moody’s Investors Service, Inc.
      and F-1+ by Fitch, Inc. in the case of accounts in which funds are held for
      thirty (30) days or less or, in the case of accounts in which funds
      are
      held for more than thirty (30) days, the long term unsecured debt
      obligations of which are rated at least “AA” from Fitch, Inc. and S&P and
“Aa2” from Moody’s Investors Service, Inc.

     

      “Environmental
      Indemnity”
      means
      the Environmental Indemnity Agreement dated as of the Closing Date from Borrower
      and Guarantor to Lender.

     

      “Equity
      Interests”
      means
      (a) partnership interests (whether general or limited) in an entity
      which
      is a partnership; (b) membership interests in an entity which is a limited
      liability company; or (c) the shares or stock interests in an entity
      which
      is a corporation.

     

      “ERISA”
      means
      the Employee Retirement Income Security Act of 1974, and the regulations issued
      thereunder, all as amended or restated from time to time.

     

      “Event
      of Default”
      means
      any of the events specified in Section 11.01 hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Extension
      Fee”
      means,
      as applicable, an amount equal to one quarter of one percent (0.25%) of the
      outstanding principal amount of the Loan as of the date on which each Extension
      Term commences.

     

      “Extension
      Term”
      has the
      meaning set forth in Section 2.03(d) hereof.

     

      “FF&E”
      shall
      mean furniture, furnishings, fixtures, Soft Goods, Case Goods, signage,
      audio-visual equipment, kitchen appliances, vehicles, carpeting and equipment,
      including front desk and back-of-the house computer equipment, and all other
      items of personal property (other than goods held for consumption) in which
      Mortgage Borrower, Borrower or Lessee has any right, title or interest and
      customarily used in connection with the operation of the Property and shall
      include, at any time that the Property Management Contracts are in full force
      and effect, “FF&E” as defined therein, but shall not include Fixed Asset
      Supplies or Software.

     

      “FF&E
      Expenditures”
      shall
      mean costs incurred in connection with (i) the repair and replacement
      of
      FF&E and (ii) at any time that the current Property Management
      Contracts are in full force and effect, “Routine Capital Expenditures” as
      defined therein or other expenditures to be made from the Marriott FF&E
      Reserve Account.

     

      “FF&E
      Funds”
      has the
      meaning set forth in Section 4.05(b) hereof.

     

      “FF&E
      Reserve Account”
      means,
      at such time as a Marriott Management Period no longer exists, a sub-account
      of
      the Cash Management Account held by Lender, or Lender’s designee, in which the
      FF&E Funds will be held, which shall not constitute a trust fund, all as
      more specifically set forth in Section 4.05 and subject to
      Section 4.08. The FF&E Reserve Account does not include the Marriott
      FF&E Reserve Account.

     

      “FF&E
      Work”
      shall
      mean repairs and replacements of FF&E performed in accordance with the
      Approved Budget, the Property Management Contracts and, at any time that a
      Marriott Management Period does not exist, this Agreement.

     

      “First
      Extended Maturity Date”
      has the
      meaning set forth in Section 2.03(d) hereof.

     

      “First
      Extension Term”
      has the
      meaning set forth in Section 2.03(d) hereof.

     

      “Fiscal
      Quarter”
      means
      (a) if determined on a date during a Marriott Management Period, each
      of
      the following four periods: (i) the period of the first three Accounting
      Periods in a Fiscal Year of Property Manager; (ii) the period of the
      fourth, fifth and sixth Accounting Periods in a Property Manager’s Fiscal Year
      of Property Manager; (iii) the period of the seventh, eighth and ninth
      Accounting Periods in a Fiscal Year of Property Manager; and (iv) the
      period of the last four Accounting Periods in a Fiscal Year of Property Manager,
      and (b) if determined on any other date, each calendar quarter ending
      on
      the last day of March, June, September or December of each calendar
      year.

     

      “Fiscal
      Year of Property Manager”
      shall
      mean the Property Manager’s fiscal year which, as of the Closing Date, ends at
      midnight on the Friday closest to December 31 in each calendar year; the new
      Fiscal Year of Property Manager begins on the Saturday immediately following
      said Friday.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Fitch”
      means
      Fitch, Inc., and any successor thereto.

     

      “Fixed
      Asset Supplies”
      shall
      mean items included within “Property and Equipment” under the Uniform System of
      Accounts including, but not limited to, linen, china, glassware, tableware,
      uniforms, and similar items, whether used in connection with public space or
      Guest Rooms.

     

      “GAAP”
      means
      generally accepted accounting principles in the United States of America as
      in
      effect from time to time.

     

    “Ground
      Lease”
      shall
      have the meaning ascribed thereto in the Mortgage Loan Agreement.

     

    “Ground
      Lessor”
      shall
      mean the ground lessor or landlord under the Ground Lease.

     

    “Ground
      Rents Escrow”
      means
      an account held by Lender, or Lender’s designee, in which Borrower’s initial
      deposit for Ground Rents is made and the Monthly Ground Rent Deposits will
      be
      held, which shall not constitute a trust fund.

     

      “Ground
      Rents”
      means
      all rents and other charges due under the Ground Lease.

     

      “Governmental
      Authority”
      means
      any nation or government, any state or other political subdivision thereof,
      and
      any Person exercising executive, legislative, judicial, regulatory or
      administrative functions of or pertaining to such government.

     

      “Guarantor”means
      collectively, the CNL Guarantor and the Marriott Guarantor, each of which is
      executing the Guaranty as guarantor and the Environmental Indemnity, as
      indemnitor.

     

      “Guaranty”
      means
      the Guaranty of Exceptions to Nonrecourse Liability dated as of the Closing
      Date
      from Guarantor to Lender.

     

      “Improvements”
      has the
      meaning set forth in the Security Instrument.

     

      “Indemnified
      Claim”
      means
      the basis for the Indemnified Party’s claim for indemnification under Article 13
      hereof.

     

      “Indemnified
      Parties”
      means
      Lender, together with its successors and assigns, any servicer of the Loan,
      any
      investor, or holder of a full or partial interest in the Loan, any receiver
      or
      other fiduciary appointed in a foreclosure or other proceeding under any
      Requirements of Law regarding creditors’ rights, any officers, directors,
      shareholders, partners, members, employees, agents, servants, representatives,
      contractors, subcontractors, Affiliates of any and all of the foregoing, in
      all
      cases whether during the term of the Loan or as part of, or following, a
      foreclosure of the Pledge Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Independent
      Director”
      or
“Independent
      Manager”
      means
      an individual who shall not have been at the time of such individual’s initial
      appointment, and may not have been at any time during the preceding five years,
      and shall not be at any time while serving as an Independent Director of
      Borrower, either (a) a shareholder of, or an officer, director (except in his
      or
      her capacity as an Independent Director of Borrower), trustee, attorney,
      counsel, partner or employee of, Borrower or any of its shareholders, partners,
      members, subsidiaries or Affiliates, (b) a creditor of, customer of, or supplier
      to, Borrower or any of its shareholders, partners, members, subsidiaries or
      Affiliates, (c) a person or other entity Controlling or under common Control
      with any such shareholder, officer, director, partner, member, employee,
      supplier, customer, or other person in (a) or (b) above, or (d) a member of
      the
      immediate family of any such shareholder, officer, director, partner, member,
      employee, supplier, customer, or other person in (a) or (b) above. A natural
      person who satisfies the foregoing definition other than subparagraph (b) shall
      not be disqualified from serving as an Independent Director of Borrower, if
      such
      individual is an Independent Director provided by a nationally-recognized
      company (it being agreed that Global Securitization Services, LLC is approved)
      that provides professional independent directors (a “Professional Independent
      Director”) and other corporate services in the ordinary course of its business.
      A natural person who otherwise satisfies the foregoing definition other than
      subparagraph (a) by reason of being the independent director of a “special
      purpose entity” affiliated with Borrower, shall not be disqualified from serving
      as an Independent Director of Borrower if such individual is either (i) a
      Professional Independent Director or (ii) the fees that such individual earns
      from serving as independent director of Affiliates of Borrower in any given
      year
      constitute in the aggregate less than five percent (5%) of such individual’s
      annual income for that year. Notwithstanding the immediately preceding sentence,
      an Independent Director may not simultaneously serve as Independent Director
      of
      Borrower and independent director of a special purpose entity that owns a direct
      or indirect equity interest in Borrower, or a direct or indirect interest in
      any
      co-borrower with Borrower. Without limiting the foregoing, an Independent
      Director of Borrower shall not serve as an independent director or officer
      (or
      similar capacity) of CNL Phoenix GP Corp., CNL DRR Investor LP, Desert Ridge
      Resort Partners, LLC, DRR Junior Mezz, LLC, Desert Ridge Resort, LLC or DRR
      Tenant Corporation. For purposes of this definition, a “special purpose entity”
      is an entity, whose organizational documents contain restrictions on its
      activities and impose requirements intended to preserve such entity’s
      separateness that are substantially similar to the restrictions set forth in
      Article 7 hereof.

     

      “Initial
      Interest Period”
      means
      (i) if the Closing Date occurs on or before the eighth (8th)
      calendar
      day of a calendar month, the period commencing on the Closing Date and ending
      on
      (and including) the eighth (8th) day of the calendar month in which
      the
      Closing Date occurs and (ii) if the Closing Date occurs on or after
      the
      ninth (9th) day of a calendar month, the period commencing on the Closing
      Date and ending on (and including) the eighth (8th) day of the following
      calendar month.

     

    “Institutional Lender”
      shall
      mean any Person reasonably acceptable to Lender in all respects that is either
      (a) a real estate investment trust, bank, saving and loan association,
      investment bank, insurance company, trust company, commercial credit
      corporation, pension plan, pension fund or pension advisory firm, mutual fund,
      government entity or plan, provided
      that any
      such Person referred to in this clause (a) satisfies the Eligibility
      Requirements; (b) an investment company, money management firm or
“qualified institutional buyer” within the meaning of Rule 144A under the
      Securities Act of 1933, as amended, or an institutional “accredited investor”
      within the meaning of Regulation D under the Securities Act of 1933, as amended,
      provided
      that any
      such Person referred to in this clause (b) satisfies the Eligibility
      Requirements; (c) an institution substantially similar to any of the
      foregoing entities described in clauses (a) or (b) that satisfies the
      Eligibility Requirements; or (d) any entity controlled by any of the
      entities described in clauses (a) or (c) above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Insurance
      Premiums”
      means
      the premiums for the insurance provided pursuant to Section 9.03
      hereof.

     

      “Insurance
      Premium Escrow Account”
      means a
      sub-account of the Cash Management Account held by Lender, or Lender’s designee,
      in which the Monthly Insurance Deposits will be held, all as more specifically
      set forth in Section 4.03 and subject to Section 4.08.

     

      “Interest
      Period”
      means
      (a) for the first period hereunder, the Initial Interest Period and
      (b) for each Interest Period thereafter commencing July 9, 2005, the
      period
      commencing on the ninth (9th) calendar day of each calendar month and
      ending on (and including) the eighth (8th) calendar day of the following
      calendar month. Each Interest Period as set forth in clause (b) above
      shall
      be a full month and shall not be shortened by reason of any payment of the
      Loan
      prior to the expiration of such Interest Period.

     

      “Interest
      Rate Adjustment Date”
      means,
      with respect to each Interest Period, the date that is two (2) LIBOR
      Business Days prior to the fifteenth (15th) calendar day of the calendar
      month in which such Interest Period commences; provided, however, that Lender
      shall have the right, one time only, to change the Interest Rate Adjustment
      Date
      to any other day upon at least ten (10) days’ notice to Borrower (in which
      event such change shall then be deemed effective) and, if requested by Lender,
      Borrower shall promptly execute an amendment to this Agreement to evidence
      such
      change.

     

      “Interest
      Rate Index”
      means
      the weekly average yield on United States Treasury Securities adjusted to a
      constant maturity of one year, as made available by the Federal Reserve Board
      forty-five (45) days prior to each Interest Rate Adjustment
      Date.

     

      “Issuer
      Group”
      has the
      meaning set forth in Section 15.05 hereof.

     

      “Issuer
      Person”
      has the
      meaning set forth in Section 15.05 hereof.

     

      “Land”
      has the
      meaning set forth in the Security Instrument.

     

      “Lease”
      has the
      meaning set forth in the Security Instrument but excluding temporary occupancy
      agreements for a term of thirty (30) days or less.

     

    “Leasehold
      Estate”
      shall
      have the meaning set forth in the Security Agreement.

     

    “Legal
      Requirements”
      shall
      mean all federal, state, county, municipal and other governmental statutes,
      laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions
      of Governmental Authorities affecting Borrower or the Property or any part
      thereof or the construction, use, alteration or operation thereof, or any part
      thereof, whether now or hereafter enacted and in force, including, without
      limitation, the Americans with Disabilities Act of 1990, and all permits,
      licenses and authorizations and regulations relating thereto, and all covenants,
      agreements, restrictions and encumbrances contained in any instruments, either
      of record or known to Borrower, at any time in force affecting the Property
      or
      any part thereof, including, without limitation, any which may (i) require
      repairs, modifications or alterations in or to the Property or any part thereof,
      or (ii) in any way limit the use and enjoyment thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Lender”
      has the
      meaning in the introductory paragraph hereof.

     

      “Lessee”
      means
      DRR Tenant Corporation, a Delaware corporation.

     

      “LIBOR
      Business Day”
      shall
      mean a day upon which United States dollar deposits may be dealt in on the
      London and the New York City interbank markets and commercial banks and foreign
      exchange markets are open in London and New York City.

     

      “LIBOR
      Rate”
      means,
      with respect to each Interest Period, the average of London Interbank Offered
      Rates (in U.S. dollar deposits) for a term of one month determined solely by
      Lender, rounded upwards to the nearest one hundredth of one percent (.01%),
      as of each Interest Rate Adjustment Date. On each Interest Rate Adjustment
      Date,
      Lender will obtain the close-of-business LIBOR Rate from “Page 3750” on the
      Telerate Service. If Telerate Service ceases publication or ceases to publish
      the LIBOR Rate, Lender shall select a comparable publication to determine the
      LIBOR Rate and provide notice thereof to Borrower. The LIBOR Rate may or may
      not
      be the lowest rate based upon the market for U.S. dollar deposits in the London
      Interbank Eurodollar Market at which Lender prices loans on the date on which
      the LIBOR Rate is determined by Lender as set forth above.

     

      “LIBOR
      Rate Loan”
      means
      the Loan at any time in which the Applicable Interest Rate is calculated at
      the
      LIBOR Rate plus the Margin in accordance with Section 2.02(b).

     

      “LIBOR
      Strike Rate”
      means
      (a) 4.50% until the Maturity Date; (b) for each Extension Term, a rate per
      annum
      that when added to the Margin it achieves a Debt Service Coverage Constant
      Ratio
      of at least 1.33:1.0 (calculated as of the commencement date of each Extension
      Term based on the most current financial information provided by Borrower
      pursuant to Section 9.11).

     

      “Lien”
      means
      any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory
      or
      otherwise), security interest or other security agreement of any kind or nature
      whatsoever (including, without limitation, any conditional sale or other title
      retention agreement, the filing of any financing statement under the UCC or
      comparable law of any jurisdiction in respect of any of the foregoing and a
      mechanics’ or materialman’s lien).

     

      “Liquidation
      Event”
      has the
      meaning set forth in Section 2.05(d) hereof.

     

      “Liquidity
      Facility”
      means
      the obligations, liabilities and indebtedness set forth in that certain Loan
      Agreement dated as of the date hereof, between DRRP, as borrower and Marriott,
      as evidenced and secured by the loan documents listed on Exhibit
      G
      attached
      hereto and made a part hereof as the same may be amended, supplemented or
      modified from time to time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Liquidity
      Facility Lender”
      means
      the lender of the Liquidity Facility.

     

      “Loan”
      means
      the aggregate of all principal and interest payments that accrue or are due
      and
      payable in accordance with this Agreement, together with any other amounts
      due
      under the Loan Documents. The terms “Loan” and “Debt” have the same meaning
      whenever used in the Loan Documents.

     

      “Loan
      Agreement”
      means
      this Agreement.

     

      “Loan
      Constant”
      shall
      have the meaning set forth in the Mortgage Loan Agreement.

     

      “Loan
      Documents”
      means,
      collectively, this Agreement, the Note, the Pledge Agreement, the Marriott
      SNDA,
      the Environmental Indemnity, the Guaranty, the Mezzanine Cash Management
      Agreement, the Assignment of Interest Rate Cap, the Rate Cap Provider Consent
      and any and all other documents and agreements executed by or on behalf of
      Borrower, Lessee or Guarantor in connection with the Loan, as each such
      agreement may be modified, supplemented, consolidated, extended or reinstated
      from time to time.

     

      “Lockbox
      Account”
      shall
      have the meaning set forth in the Mortgage Loan Agreement.

     

      “Lockbox
      Agreement”
      shall
      have the meaning set forth in the Mortgage Loan Agreement.

     

      “Losses”
      means
      any and all claims, suits, liabilities (including, without limitation, strict
      liabilities and liabilities under federal and state securities laws), actions,
      proceedings, obligations, debts, damages, losses, costs, expenses, fines,
      penalties, charges, fees, judgments, awards, and amounts paid in settlement
      of
      whatever kind or nature (including without limitation reasonable legal fees
      and
      other costs of defense).

     

      “Margin”
      has the
      meaning set forth in Section 2.02(b) hereof.

     

      “Marriott”
      means
      Marriott International, Inc., a Delaware corporation.

     

      “Marriott
      Entity”
      means
      Marriott and any Person that is both (i) at least fifty-one
      percent (51%) owned, directly or indirectly, by Marriott, and
      (ii) Controlled by, Controlling or under Common Control with
      Marriott.

     

      “Marriott
      FF&E Account Bank”
      means
      Bank of America, N.A., or any replacement Marriott FF&E account bank
      reasonably approved by Lender in advance in writing.

     

      “Marriott
      FF&E Account Control Agreement”
      means
      that certain Account Control Agreement executed by Borrower, Lender, Property
      Manager and Marriott FF&E Account Bank, or any replacement FF&E reserve
      account control agreement reasonably approved by Lender in advance in
      writing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Marriott
      FF&E Reserve Account”
      means
      the Deposit Accounts (as defined in the Marriott FF&E Account Control
      Agreement) maintained with Marriott FF&E Account Bank, or any replacement
      FF&E reserve accounts reasonably approved by Lender in advance in
      writing.

     

      “Marriott
      Guarantor”
      means
      Marriott Hotel Services, Inc., a Delaware corporation or a substitute guarantor
      as expressly permitted pursuant to the terms of the Guaranty and the
      Environmental Indemnity.

     

      “Marriott
      Management Period”
      means
      any period during which (a) Marriott is managing the Property pursuant
      to
      the Property Management Contracts and (b) none of the Property Management
      Contracts have been terminated pursuant to the terms thereof.

     

      “Marriott
      SNDA”
      means
      that certain Subordination, Non-Disturbance and Attornment Agreement (Mezzanine
      Loan), dated the date hereof by and among Lender, Property Manager, Lessee
      and
      Borrower, relating to the Property Management Contracts.

     

      “Material
      Adverse Effect”
      means,
      with respect to Borrower and Lessee, collectively, or the Property any
      circumstance, act, condition or event of whatever nature (including any adverse
      determination in any litigation, arbitration, or governmental investigation
      or
      proceeding), whether singly or in conjunction with any other then-existing
      event, act, condition circumstances, whether or not related, in Lender’s
      reasonable judgment, a material adverse change in, or a materially adverse
      effect upon (a) the business, operations, prospects or financial condition
      of such Persons; (b) the ability of Borrower or Lessee to perform its
      obligations under any Loan Document to which it is a party; (c) the
      value
      or condition of the Property; (d) compliance of the Property with any
      Requirements of Law; or (e) the validity, priority or enforceability
      of any
      Loan Document or the liens, rights (including, without limitation, recourse
      against the Property) or remedies of Lender hereunder or
      thereunder.

     

      “Material
      Operating Agreements”
      means,
      collectively, (i) the Operating Lease; (ii) that certain Integration Agreement,
      dated as of December 21, 2000, by and among Mortgage Borrower, Lessee and
      Property Manager, as amended by that certain First Amendment to Integration
      Agreement dated as of April 26, 2004; (iii) that certain Shared Services
      Agreement, dated as of December 31, 2004, by and between Marriott Resorts
      Hospitality Corporation and Marriott Hotel Services, Inc.; and (iv) that certain
      Golf Rights Agreement, dated as of December 21, 2000, by and between Mortgage
      Borrower and Marriott Ownership Resorts, Inc.

     

      “Maturity
      Date”
      has the
      meaning set forth in Section 2.03(c) hereof. If Borrower has extended
      the
      Maturity Date in accordance with this Agreement, references thereafter in this
      Agreement shall mean the Maturity Date as so extended, unless the context
      otherwise requires.

     

      “Maximum
      Loan Amount”
      means
      the maximum principal amount of Thirty One Million Five Hundred Thousand and
      No/100 Dollars ($31,500,000.00), in lawful money of the United States of
      America, to be advanced to Borrower pursuant to this Agreement. Reference in
      the
      Loan Agreement to “Maximum Loan Amount” mean the maximum principal amount,
      irrespective of actual principal amount outstanding or actually advanced to
      Borrower during the term of the Loan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Mezzanine
      Cash Management Agreement”
      means
      the Mezzanine Cash Management Agreement, dated the date of this Agreement,
      among
      Borrower, Mortgage Borrower, Lender, Mortgage Lender and Keybank, N.A., together
      with any extensions, renewals, amendments or modifications thereof.

     

    “Mezzanine
      Debt Service Reserve Account”
      means
      an account held by Lender, or Lender’s designee, in which the Mezzanine Debt
      Service Reserve Deposits will be held, which shall not constitute a trust
      fund.

     

    “Mezzanine
      Debt Service Reserve Deposits”
      has the
      meaning set forth in Section 4.09(b) hereof.

     

    “Mezzanine
      Deposit Account”
      has the
      meaning set forth in the Mezzanine Cash Management Agreement.

     

      “Monthly
      Ground Rent Deposit”
      means,
      with respect to the specified period, an amount equal to one-twelfth (1/12)
      of
      the Ground Rents that Lender determines will be payable during the next ensuing
      twelve (12) months under the Ground Lease. 

     

      “Monthly
      Insurance Deposit”
      means,
      with respect to the specified period, an amount equal to one-twelfth (1/12)
      of the Insurance Premiums that Lender estimates will be payable during the
      next
      ensuing twelve (12) months, subject to adjustment as set forth in
      Section 4.03(d) hereof.

     

      “Monthly
      Tax Deposit”
      means,
      with respect to the specified period, an amount equal to one-twelfth (1/12)
      of the Taxes that Lender estimates will be payable during the next ensuing
      twelve (12) months, subject to adjustment as set forth in
      Section 4.02(d) hereof.

     

      “Moody’s”
      means
      Moody’s Investors Service, Inc., and any successor thereto.

     

    “Mortgage”
      has the
      meaning set forth in the recitals to this Agreement.

     

    “Mortgage
      Borrower”
      has the
      meaning set forth in the recitals to this Agreement.

     

    “Mortgage
      Borrower Agreement”
      means
      the Second Amended and Restated Limited Liability Company Agreement of Mortgage
      Borrower, dated as of the date hereof, by and among Borrower, as sole member,
      Mortgage Borrower, Desert Ridge Resort Partners, LLC, as outgoing member, and
      Kevin P. Burns and Michael K. Seitz, as independent directors.

     

    “Mortgage
      Lender”
      has the
      meaning set forth in the recitals to this Agreement.

     

    “Mortgage
      Loan”
      has the
      meaning set forth in the recitals to this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Mortgage
      Loan Agreement”
      has the
      meaning set forth in the recitals to this Agreement.

     

    “Mortgage
      Loan Default”
      means
      any “default” under the Mortgage Loan Agreement or under any other Mortgage Loan
      Document which, but for the giving of notice or passage of time, or both, would
      be Mortgage Loan Event of Default.

     

    “Mortgage
      Loan Documents”
      means,
      collectively, the Mortgage Note, the Mortgage Loan Agreement, the Mortgage,
      the
      Lockbox Agreement, the Cash Management Agreement, and any and all other
      documents defined as “Loan Documents” in the Mortgage Loan Agreement, as
      amended, restated, replaced, supplemented or otherwise modified from time to
      time.

     

    “Mortgage
      Loan Event of Default”
      means
      an “Event of Default” under and as defined in the Mortgage Loan
      Agreement.

     

    “Mortgage
      Note”
      has the
      meaning set forth in the recitals to this Agreement.

     

    “Net
      Liquidation Proceeds After Debt Service”
      means,
      with respect to any Liquidation Event, all amounts paid to, or received by
      or on
      behalf of, Mortgage Borrower in connection with such Liquidation Event,
      including, without limitation, proceeds of any sale, refinancing or other
      disposition or liquidation, less (i) Lender’s and/or Mortgage Lender’s
      reasonable costs incurred in connection with the recovery thereof, (ii) the
      costs incurred by Mortgage Borrower in connection with a restoration of the
      Property made in accordance with the Mortgage Loan Documents, (iii) amounts
      required or permitted to be deducted therefrom and amounts paid pursuant to
      the
      Mortgage Loan Documents to Mortgage Lender, (iv) in the case of a
      foreclosure sale, disposition or Transfer of the Property in connection with
      realization thereon following an Event of Default under the Mortgage Loan,
      such
      reasonable and customary costs and expenses of sale or other disposition
      (including attorneys’ fees and brokerage commissions), (v) in the case of a
      foreclosure sale, such costs and expenses incurred by Mortgage Lender under
      the
      Mortgage Loan Documents as Mortgage Lender shall be entitled to receive
      reimbursement for under the terms of the Mortgage Loan Documents and
      (vi) in the case of a refinancing of the Mortgage Loan, such costs and
      expenses (including attorneys’ fees) of such refinancing as shall be reasonably
      approved by Lender.

     

      “New
      Mortgage Loan”
      has the
      meaning set forth in Section 10.03(b) herein.

     

      “Note”
      means
      the Promissory Note dated as of the Closing Date from Borrower to the order
      of
      Lender in the original principal amount equal to the Maximum Loan
      Amount.

     

      “Obligations”
      means
      the Loan, and all other obligations and liabilities of Borrower to Lender,
      whether direct or indirect, absolute or contingent, due or to become due, or
      now
      existing or hereafter incurred, which may arise under, out of, or in connection
      with the Loan the Loan Documents, whether on account of principal, interest,
      fees, indemnities, costs, expenses (including, without limitation, all
      reasonable fees and disbursements of legal counsel) or otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “OFAC
      List”
      means
      the list of specially designated nationals and blocked persons subject to
      financial sanctions that is maintained by the U.S. Treasury Department, Office
      of Foreign Assets Control and any other similar list maintained by the U.S.
      Treasury Department, Office of Foreign Assets Control pursuant to any
      Requirements of Law, including, without limitation, trade embargo, economic
      sanctions, or other prohibitions imposed by Executive Order of the President
      of
      the United States. The OFAC List is accessible through the internet website
      www.treas.gov/ofac/t11sdn.pdf.

     

      “Open
      Date”
      has the
      meaning set forth in Section 2.05(a) hereof.

     

      “Operating
      Agreements”
      has the
      meaning set forth in the Security Instrument, but excluding the Property
      Management Contracts.

     

      “Operating
      Expenses”
      means
      all cash expenses actually incurred by or charged by Borrower (appropriately
      pro-rated for any expenses that, although actually incurred in a particular
      period, also relate to other periods), with respect to the ownership, operation,
      leasing and management of the Property in the ordinary course of business,
      determined in accordance with the Uniform System of Accounts, and adjusted
      by
      Lender to the extent necessary to reflect an FF&E reserve deposit in an
      amount equal to actual FF&E reserve deposits for such period (except that if
      a Marriott Management Period no longer exists, then the greater of
      (a) actual FF&E reserve deposits for such period, or (b) or four
      and one-half percent (4.5%) of Operating Income for such period). Operating
      Expenses specifically exclude (1) capital expenditures,
      (2) depreciation, (3) payments made in connection with the payment
      of
      the outstanding principal balance of the Loan, (4) costs of Restoration
      following a Casualty or Condemnation, (5) funds disbursed from any Reserve
      Account, and (6) any other non-cash items.

     

      “Operating
      Income”
      means
      all gross cash income, revenues and consideration received or paid to or for
      the
      account or benefit of Borrower resulting from or attributable to the ownership
      and operation of the Property determined in accordance with the Uniform System
      of Accounts and including, but not limited to, Receipts, but excluding sales,
      use and occupancy or other taxes on receipts required to be accounted for by
      Mortgage Borrower, Lessee or Property Manager to any Governmental Authority,
      security deposits, refunds and uncollectible accounts, proceeds of casualty
      insurance and Condemnation awards (other than rental insurance or other loss
      of
      income insurance), income from the sale of furniture, fixtures and equipment,
      any disbursements to or for the benefit of Mortgage Borrower of amounts from
      the
      Reserve Accounts established by this Agreement or under the Property Management
      Agreements, any income or revenues from a sale, refinancing, payment of rents
      more than one (1) month in advance, lease termination payments, or payments
      from any other events not related to the ordinary course of operations of the
      Property.

     

      “Operating
      Lease”
      means
      that certain Lease Agreement dated December 21, 2000, as amended by that certain
      First Amendment to Lease dated as of January 2, 2003, and as further amended
      by
      that certain Second Amendment to Lease dated as of the date hereof, by and
      between Mortgage Borrower, as landlord, and Lessee, as tenant, as amended,
      and
      as the same may be further amended from time to time as permitted under the
      terms of this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Organizational
      Chart”
      means
      the chart attached hereto as Exhibit
      C
      which
      shows all persons or entities having an ownership interest in Lessee and
      Borrower.

     

      “Other
      Charges”
      means
      all ground rents, maintenance charges, impositions (other than Taxes) and
      similar charges (including, without limitation, vault charges and license fees
      for the use of vaults, chutes and similar areas adjoining the Property), now
      or
      hereafter assessed or imposed against the Property, or any part thereof,
      together with any penalties thereon.

     

      “Owner
      Agreement”
      means
      that certain Owner Agreement, by and among Borrower, Lessee and Property
      Manager, dated as of December 21, 2000, as amended by that certain First
      Amendment to Owner Agreement dated as of the date hereof, and as may be further
      amended from time to time.

     

      “Parent”
      means
      DRR Junior Mezz, LLC, a Delaware limited liability company.

     

      “Payment
      Due Date”
      has the
      meaning set forth in Section 2.03(b) hereof. It is the date that a
      regularly scheduled payment of interest is due.

     

      “Permitted
      Encumbrances”
      means
      only (a) the Liens and security interests created in favor of Lender
      under
      the Loan Documents, (b) those exceptions shown in the Title Insurance
      Policy, (c) Liens, if any, for Taxes imposed by any Governmental Authority
      not yet due or delinquent, (d) Liens, if any, relating to FF&E leases
      and security interests related to any financing of such FF&E, in each case
      only to the extent permitted under Section 7.02(a)(vi)(c) of the Mortgage
      Loan Agreement, only on the applicable FF&E which is the subject of such
      lease or financing), (e) public, utility or immaterial private easements
      which, individually or in the aggregate, do not have a Material Adverse Effect,
      and (f) each other Lien which has been approved in writing by Lender,
      which
      Liens and encumbrances referred to in clause (e) above (without duplication
      of the materiality standard set forth in clause (e)) do not materially
      and
      adversely affect (1) the ability of Borrower to pay in full the Obligations
      in a timely manner, (2) the use of the Property for the use currently
      being
      made thereof, or (3) the operation of the Property as currently being
      operated, or (4) the value of the Property.

     

      “Permitted
      Encumbrance Documents”
      means
      any easements, agreements and other documents creating, evidencing or governing
      any Permitted Encumbrances described in clauses (b) or (e) of the
      definition of Permitted Encumbrances, but specifically excluding the Property
      Management Contracts.

     

      “Permitted
      Investments”
      means
      any one or more of the following obligations or securities acquired at a
      purchase price of not greater than par:

     

    (i)  obligations
      of, or obligations fully guaranteed as to payment of principal and interest
      by,
      the United States or any agency or instrumentality thereof provided such
      obligations are backed by the full faith and credit of the United States of
      America;

     

    (ii)  obligations
      of the following United States of America government sponsored agencies,
      provided such obligations are backed by the full faith and credit of the United
      States of America: Federal Home Loan Mortgage Corp. (debt obligations), the
      Farm
      Credit System (consolidated systemwide bonds and notes), the Federal Home Loan
      Banks (consolidated debt obligations), the Federal National Mortgage Association
      (debt obligations), the Financing Corp. (debt obligations), and the Resolution
      Funding Corp. (debt obligations);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  federal
      funds, unsecured certificates of deposit, time deposits, bankers’ acceptances
      and repurchase agreements with maturities of not more than 365 days of any
      bank,
      the short-term obligations of which are rated in the highest short-term rating
      category by the Rating Agencies;

     

    (iv)  certificates
      of deposit, time deposits, demand deposits or banker’s acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities, the short-term obligations of
      which
      are rated in the highest short-term rating category by the Rating Agencies,
      which investments are fully insured by the Federal Deposit Insurance
      Corp.;

     

    (v)  debt
      obligations with maturities of not more than 365 days and rated by the Rating
      Agencies in its highest long-term unsecured rating category;

     

    (vi)  commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than one year after the date of issuance thereof) with maturities of not more
      than 270 days and that is rated by the Rating Agencies in their highest
      short-term unsecured debt rating; and

     

    (vii)  any
      other
      demand, money market or time deposit, demand obligation or any other obligation,
      security or investment, which Lender shall have approved in writing and for
      which Borrower shall have delivered a Rating Confirmation;

     

    provided,
      however, that (A) the investments described in clauses (i) through
      (vii) above must have a predetermined fixed dollar of principal due at maturity
      that cannot vary or change, (B) if such investments have a variable
      rate of
      interest, such interest rate must be tied to a single interest rate index plus
      a
      fixed spread (if any) and must move proportionately with that index,
      (C) such investments must not be subject to liquidation prior to their
      maturity or have an “r” highlighter affixed to its rating by S&P, and
      (D) such investments must not be subject to liquidation prior to their
      maturity; and provided, further, that, in the judgment of Lender, such
      instrument continues to qualify as a “cash flow investment” pursuant to Tax Code
      Section 860G(a)(6) earning a passive return in the nature of interest
      and
      that no instrument or security shall be a Permitted Investment if such
      instrument or security evidences (x) a right to receive only interest
      payments or (y) the right to receive principal and interest payments
      derived from an underlying investment at a yield to maturity in excess of 120%
      of the yield to maturity at par of such underlying investment.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      “Permitted
      Leases”
      means
      (a) each of the Leases now or hereinafter executed relating to the existing
      retail space located in the Property as of the date hereof, and (b) any
      other Lease covering in the aggregate for all such other Leases collectively,
      less than 10,000 rentable square feet of space located outside the existing
      retail space at the Property as of the date hereof, including any expansion
      options, provided, in the case of each of the foregoing clauses (a)
      and
      (b), such Lease is an arms-length transaction between Mortgage Borrower and
      the
      tenant thereunder.

     

      “Permitted
      Lender”
      means
      (a) a Marriott Entity or (b) any Institutional Lender.

     

      “Permitted
      Transfer”
      means
      each of the following:

     

    (a)  Sales,
      conveyances, assignments, transfers or other dispositions (but not mortgages,
      hypothecations, pledges or other encumbrances) of direct or indirect Equity
      Interests in DRRP which, in the aggregate over the term of the Loan (i) do
      not exceed forty-nine percent (49%) of the total direct or indirect
      Equity
      Interests in DRRP (provided that the transfers permitted in clauses (b) and
      (f)
      of this definition shall be excluded in determining whether a transfer is
      permitted under this clause (a)(i)); (ii) do not result in any Person
      that
      (together with its Affiliates) did not hold directly or indirectly more than
      forty-nine percent (49%) of the total Equity Interests in Lessee or
      Borrower, as applicable, on the Closing Date, holding (together with its
      Affiliates) any direct or indirect Equity Interest in Lessee or Borrower, as
      applicable, which exceeds forty-nine percent (49%) of the total Equity
      Interests in Lessee or Borrower, as applicable; (iii) do not result
      in a
      change of Control of Lessee, Borrower or DRRP and (iv) do not result in any
      CNL
      or Marriott owning in the aggregate less than thirty percent (30%) of the direct
      and indirect Equity Interests in Borrower;

     

    (b)  Transfers
      of any direct or indirect Equity Interests in DRRP to a Marriott Entity or
      a CNL
      Entity, provided that if any such Transfers is to a Person other than a CNL
      Entity that (together with its Affiliates) did not hold directly or indirectly
      more than forty-nine percent (49%) of the total Equity Interests in Lessee
      or
      Borrower, as applicable, on the Closing Date, and such Transfer will result
      in
      such Person (together with its Affiliates) holding direct or indirect Equity
      Interest in Lessee or Borrower, as applicable, in excess of forty-nine percent
      (49%) of the total Equity Interests in Lessee or Borrower, as applicable, then
      prior to such Transfer, Borrower shall deliver to Lender an updated
      non-consolidation legal opinion delivered by Borrower’s counsel to Lender which
      may be relied upon by Lender, the Rating Agencies and their respective counsel,
      with respect to such proposed Transfer, which non-consolidation legal opinion
      shall be reasonably acceptable to Lender and approved the Rating
      Agencies;

     

    (c)  Transfers
      of any direct or indirect Equity Interests in DRRP by a Marriott Entity,
      provided that (i) do not exceed forty-nine percent (49%) of the
      total
      direct or indirect Equity Interests in DRRP; (ii) do not result in any
      Person that (together with its Affiliates) did not hold directly or indirectly
      more than forty-nine percent (49%) of the total Equity Interests in
      Lessee
      or Borrower, as applicable, on the Closing Date, holding (together with its
      Affiliates) any direct or indirect Equity Interest in Lessee or Borrower, as
      applicable, which exceeds forty-nine percent (49%) of the total Equity
      Interests in Lessee or Borrower, as applicable; and (iii) do not result
      in
      a change of Control of Lessee, Borrower or DRRP;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Transfers
      of publicly-traded shares of stock in Marriott so long as Marriott’s stock is
      traded on a nationally recognized stock exchange;

     

    (e)  Transfers
      of outstanding and widely-held shares of stock in CNL in connection with (i)
      an
      initial pubic offering of shares of CNL or a listing of such shares on a
      nationally recognized stock exchange; and/or (ii) a merger or reverse merger
      of
      CNL with any Person whose stock is publicly traded on a national exchange,
      provided, that in each case, the Person in Control of Borrower as of the date
      hereof remain in Control after such events;

     

    (f)  Transfers
      of direct partnership interests in Desert Ridge Resort, Ltd., provided that
      no
      such Transfers shall cause any Person (together with its Affiliates) that did
      not hold directly or indirectly more than forty-nine percent (49%) of the total
      Equity Interests in Lessee or Borrower, as applicable, on the Closing Date,
      to
      hold (together with its Affiliates) any direct or indirect Equity Interest
      in
      Lessee or Borrower, as applicable, in excess of forty-nine percent (49%) of
      the
      total Equity Interests in Lessee or Borrower, as applicable;

     

    (g)  Transfers
      which have been approved by Lender in accordance with Section 10.02
      hereof;

     

    (h)  Permitted
      Encumbrances;

     

    (i)  All
      Transfers of worn out or obsolete furnishings, fixtures or equipment that are
      promptly replaced with property of equivalent value and
      functionality;

     

    (j)  All
      Permitted Leases;

     

    (k)  All
      other
      Leases which are not Permitted Leases and which have been approved by Lender
      pursuant to this Agreement or that do not require Lender’s approval pursuant to
      this Agreement;

     

    (l)  The
      Operating Lease;

     

    (m)  Transfers
      (but not mortgages, hypothecations, pledges or other encumbrances) of direct
      Equity Interests in Lessee which, in the aggregate over the term of the Loan
      (i) do not exceed forty-nine percent (49%) of the total direct
      Equity
      Interests in Lessee; (ii) do not result in any Person that (together
      with
      its Affiliates) did not hold directly or indirectly more than forty-nine
      percent (49%) of the total Equity Interests in Lessee, on the Closing
      Date,
      holding (together with its Affiliates) any direct or indirect Equity Interest
      in
      Lessee, which exceeds forty-nine percent (49%) of the total Equity
      Interests in Lessee; and (iii) do not result in a change of Control
      of
      Lessee;

     

    (n)  Pledges
      of Equity Interests in Borrower and Parent, as may be required under the
      Liquidity Facility or the Equity Interest in Borrower as may be required under
      the Additional Mezzanine Financing and the Transfers resulting from the
      enforcement by the lenders thereunder in accordance with the applicable
      documents (including a foreclosure sale, sale by power of sale or sale in lieu
      of foreclosure); and if such lenders acquire any direct or indirect Equity
      Interests of Borrower as permitted by this subsection
      (n)
      such
      lenders may thereafter make Permitted Transfers, without Lender’s
      consent;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (o)  That
      certain pledge by Borrower of its one hundred percent (100%) limited liability
      interest in Mortgage Borrower pursuant to and in accordance with the terms
      and
      conditions of the Loan Documents and the Mortgage Loan Documents;
      or

     

    (p)  A
      Transfer resulting from the enforcement by Lender of its remedies under and
      in
      accordance with the Loan Documents (including a foreclosure sale, sale by power
      of sale or sale in lieu of foreclosure);

     

    provided,
      in the case of any such Transfers otherwise permitted under clauses (a)
      through (p) above, that after giving effect to the same, (A) Mortgage
      Borrower continues to own at least 51% of the Equity Interests in Lessee and
      Controls Lessee, (B)  Borrower continues to own directly 100% of the
      Equity
      Interests in Mortgage Borrower and Controls Mortgage Borrower (C) Parent
      continues to own directly 100% of the Equity Interests in Borrower and Controls
      Borrower, (D) DRRP continues to own directly 100% of the Equity Interests
      in Parent and Controls Parent, (E) a CNL Entity or a Marriott Entity
      continues to own directly not less than 51% of the common Equity Interests
      in
      DRRP and Controls DRRP, (F) other than with respect to clause (a) above
      and
      except as expressly permitted in the Guaranty, a CNL Entity continues to own
      directly not less than 51% of the common Equity Interests in CNL Guarantor
      and
      Controls CNL Guarantor, and (G) except as expressly permitted in the Guaranty,
      a
      Marriott Entity continues to own directly not less than 51% of the common Equity
      Interests in Marriott Guarantor and Controls Marriott Guarantor.

     

      “Person”
      means
      an individual, partnership, limited partnership, corporation, limited liability
      company, business trust, joint stock company, trust, unincorporated association,
      joint venture, governmental authority or other entity of whatever
      nature.

     

      “Personal
      Property”
      has the
      meaning set forth in the Security Instrument.

     

      “Pledge
      Agreement”
      has the
      meaning set forth in the recitals to this Agreement.

     

      “Pledged
      Company Interests”
      has the
      meaning set forth in the recitals to this Agreement.

     

      “Prepayment
      Fee”
      means
      the product derived by multiplying the principal amount of the Loan being
      prepaid by the Prepayment Percentage.

     

      “Prepayment
      Percentage”
      means
      the percentage for the applicable period listed on Exhibit
      B.

     

    “Prior
      Loan”
      means
      that certain indebtedness in an original principal amount advanced equal to
      approximately $179,000,000 with respect to senior mortgage loan from certain
      institutional investors to Mortgage Borrower dated as of December 21, 2000
      and
      $2,321,000 with respect to a junior loan from Marriott International Capital
      Corporation to Mortgage Borrower dated December 21, 2000 together with all
      other
      indebtedness, obligations and liabilities under the documents evidencing and/or
      securing the Prior Loan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Prior
      Loan Documents”
      means
      the documents evidencing and securing the Prior Loan.

     

      “Proceeds
      Shortfall Failure”
      has the
      meaning set forth in Section 9.03(g)(ii) hereof.

     

      “Prohibited
      Prepayment”
      has the
      meaning set forth in Section 2.05(c) hereof.

     

      “Prohibited
      Prepayment Fee”
      has the
      meaning set forth in Section 2.05(c) hereof.

     

      “Property”has
      the
      meaning set forth in the recitals to this Agreement.

     

      “Property
      Manager”
      means
      (a) Marriott, (b) any Qualified Manager permitted under Section 9.14 or (c)
      any
      replacement property manager approved by Lender and Mortgage Lender in advance
      in writing.

     

      “Property
      Management Contracts”
      means
      (i) during the period that the Property is managed by Marriott (A) that certain
      Management Agreement, dated as of December 21, 2000, by and between Lessee
      and
      Property Manager, as amended by that certain First Amendment to Management
      Agreement, dated as of January 1, 2002, and as further amended by that certain
      Second Amendment to Management Agreement, dated as of the date hereof, as may
      be
      further amended from time to time, and (B) the Owner Agreement; (ii) during
      the
      period, if any, that the Property is managed by a Qualified Manager (other
      than
      Marriott), the management agreement approved by Mortgage Lender and Mezzanine
      Lender pursuant to Section 9.14; (iii) at such time, if any, that the Property
      is managed by a Person other than Marriott or a Qualified Manager, the
      management agreement entered into by and between or on behalf of Mortgage
      Borrower and such person as Property Manager, pursuant to which the Property
      Manager is to provide management and other services with respect to the
      Property, which management agreement has been approved by Mortgage Lender and
      Mezzanine Lender in advance in writing. 

     

      “Provided
      Information”
      has the
      meaning set forth in Section 15.05 hereof.

     

      “Qualified
      Insurance Program”
      means
      (i) a blanket insurance program maintained by Marriott or its subsidiaries
      providing insurance coverage in the Property required in the Property Management
      Contracts, as in effect on the date hereof, or (ii) similar blanket insurance
      program approved by Lender which is maintained by CNL (and its subsidiaries)
      for
      a substantial portion of CNL’s hotel portfolio, provided that the property
      insurance companies shall have an "A" rating or better from claims paying
      ability assigned by S&P (or if any property insurance company within such
      property insurance program fails to have at least an "A" rating, then such
      program shall be credit enhanced within such blanket insurance program through
      its "financial contingency policy" or such similar financial
      enhancement).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      “Qualified
      Manager”
      shall
      mean (i) any Acceptable Manager, (ii) any other hotel management company that
      manages a system of at least six (6) hotels or resorts of a class and quality
      of
      at least as comparable to the Property (as reasonably determined by Property
      Manager and Lessee; provided, however, Lessee shall obtain Lender's prior
      approval of such determination, not to be unreasonably withheld) and containing
      not fewer than 5,000 hotel rooms in the aggregate (including condominium units
      under management) in the aggregate, (iii) any Affiliate Controlled by any of
      the
      foregoing Persons or (iv) any other reputable and experienced professional
      hotel
      management company (A) whose competence, qualifications, and experience in
      managing properties of a quality equal to or exceeding the quality of the
      Property are comparable to, or greater than that of the current Property Manager
      as of the Closing Date, or an Affiliate Controlled by such hotel management
      company and (B) with respect to which a Rating Agency Confirmation has been
      obtained.

     

      “Rate
      Cap”
      means
      each interest rate cap required under this Agreement.

     

      “Rate
      Cap Agreement”
      means
      the written agreement evidencing the financial and performance terms of the
      Rate
      Cap purchased by Borrower from the Rate Cap Provider which satisfies all
      requirements of Section 2.07 hereof.

     

      “Rate
      Cap Provider”
      means
      the counterparty issuing a Rate Cap to Borrower.

     

      “Rate
      Cap Provider Consent”
      means
      the Rate Cap Provider Consent and Acknowledgement with respect to the assignment
      of the Rate Cap from Borrower to Lender, executed by the Rate Cap Provider
      in
      favor of Lender.

     

      “Rating
      Agencies”
      means
      Fitch, Moody’s and S&P, or any successor entity of the foregoing, or any
      other nationally recognized statistical rating organization to the extent that
      any of the foregoing have been or will be engaged by Lender or its designees
      in
      connection with or in anticipation of Securitization or any other sale or grant
      of participation interest in the Loan (or any part thereof).

     

      “Rating
      Confirmation”
      with
      respect to any transaction, matter or action in question, means: (i) if
      all
      or any portion of the Loan, by itself or together with other loans, has been
      the
      subject of a Securitization in which the related securities have themselves
      been
      rated, the written confirmation of the Rating Agencies that such transaction,
      matter or action shall not, in and of itself, result in the downgrading,
      withdrawal or qualification of the then-current ratings assigned to any of
      the
      securities issued in connection with the Securitization; and (ii) if
      no
      portion of the Loan has been the subject of a Securitization in which the
      related securities have themselves been rated, Lender shall have determined
      in
      its reasonable discretion (taking into consideration such factors as Lender
      may
      determine, including the attributes of the loan pool in which any portion of
      the
      Loan may reasonably be expected to be securitized) that no rating for any
      securities that would be issued in connection with a Securitization involving
      any of such portion of the Loan would be downgraded, qualified, or withheld
      by
      reason of such transaction, matter or action.

     

      “Receipts”
      means
      all rents, moneys payable as damages or in lieu of rent, revenues, receipts,
      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 Mortgage Borrower, Borrower, Lessee, Property Manager
      or their respective Affiliates, agents or employees from any and all sources
      arising from or attributable to the Property or the ownership or operation
      thereof, including, without limitation, (a) all hotel and golf course
      receipts, revenues and credit card receipts collected from guest rooms,
      restaurants, bars, conference rooms, meeting rooms, banquet rooms, exhibit
      halls, ball rooms, golf courses and other recreational facilities, incidental
      charges to hotel guests, golf course patrons or other users or customers, any
      payments (and the right to receive payments) from credit card companies, travel
      agents or reservation systems or services relating to the Property, 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 Mortgage Borrower, Borrower,
      Lessee or any operator or manager of the Property or the hotels, golf course
      and
      commercial space located thereon or acquired from others (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 use and membership fees and other health club and personal care revenues,
      golf course use and membership fees and other golf course revenues, food and
      beverage wholesale and retail sales (including without limitation room service
      dining and mini bar sales), service charges, proceeds payable to Mortgage
      Borrower, Borrower and/or Lessee from vending machine sales, telephone and
      telecommunications receipts (including without limitation DSL access fees),
      and
      any charges of any kind that appear on any bill or statement rendered to any
      guest or other user or customer of the Property, (b) all Rents received
      from any tenant, licensee or other Person occupying space at, or providing
      services related to or for the benefit of the Property and all payments in
      lieu
      of Rents, and (c) proceeds, if any, from business interruption or other
      loss of income insurance.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      “Rent
      Roll”
      means a
      statement from Borrower substantially in the form attached hereto as
Exhibit
      D
      detailing the names of all tenants of the Property, the portion of Property
      occupied by each tenant, the base rent and any other charges payable under
      each
      Lease, the term of each Lease, the beginning date and expiration date of each
      Lease, whether any tenant is known to be materially in default under its Lease
      (and detailing the nature of such default), and any other information as is
      reasonably required by Lender for Leases of 10,000 square feet or more , all
      certified by a Responsible Officer to be true, correct and
      complete.

     

      “Rents”
      has the
      meaning set forth in the Mortgage.

     

      “Reporting
      Default”
      means,
      without reference to any cure period under Article 11, each instance that any
      of
      the following occur: (a) failure to deliver any of the reports,
      information, statements or other materials required under Section 9.11
      hereof and such failure continues for more than five (5) Business Days
      after written notice from Lender, or (b) failure to provide the Compliance
      Certificate at the times required under this Agreement and such failure
      continues for more than ten (10) Business Days after written notice
      from
      Lender.

     

      “Required
      Repairs”
      has the
      meaning set forth in Section 9.08(b).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Requirements
      of Law”
      means
      (a) all requirements, limitations, terms, covenants and conditions set
      forth in, or mandated by, the organizational documents of an entity, and
      (b) any law, regulation, ordinance, code, decree, treaty, ruling or
      determination of an arbitrator, court or other Governmental Authority, or any
      Executive Order issued by the President of the United States, in each case
      applicable to or binding upon such Person or to which such Person, any of its
      property or the conduct of its business is subject including, without
      limitation, laws, ordinances and regulations pertaining to the zoning, occupancy
      and subdivision of real property.

     

      “Reserve
      Accounts”
      means,
      individually and collectively, as the context requires, the Tax Escrow Account,
      the Insurance Premium Escrow Account, the FF&E Reserve Account, the Advance
      Bookings Reserve Account, the Seasonal Reserve Account, the Mezzanine Debt
      Service Reserve Account and the Ground Rents Escrow.

     

      “Reserve
      Item”
      means
      the FF&E Work.

     

      “Responsible
      Officers”
      means,
      as to any Person, an individual who is a managing member, a general partner,
      the
      chief executive officer, the president or any vice president of such Person
      or,
      with respect to financial matters, the chief financial officer or treasurer
      of
      such Person or any other officer authorized by such Person to deliver documents
      with respect to financial matters pursuant to this Agreement.

     

      “Restoration”
      means
      the repairs, replacements, improvements, or rebuilding of or to the Property
      following a Casualty or Condemnation.

     

      “S&P”
      means
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., and any successor thereto.

     

      “Seasonal
      Reserve Account”
      means a
      sub-account of the Cash Management Account held by Lender, or Lender’s designee,
      in which the Seasonal Reserve Funds will be held, which shall not constitute
      a
      trust fund, all as more specifically set forth in Section 4.07 and subject
      to Section 4.08.

     

      “Seasonal
      Reserve Deposit Months”
      means
      each calendar month in any year other than the Seasonal Reserve Disbursement
      Months.

     

      “Seasonal
      Reserve Disbursement Months”
      means
      the calendar months of each year during which the projected Cash Flow Available
      for Debt Service is insufficient to pay the debt service payments due under
      the
      Mortgage Loan and Loan for such months as determined in each year by Mortgage
      Lender and/or Lender in each lender’s sole discretion based on the most recent
      Approved Budget as well as any other calendar month from time to time reasonably
      selected by Lender and Mezzanine Lender (based upon the financial results of
      the
      Property) as a Seasonal Reserve Disbursement Month.

     

      “Seasonal
      Reserve Funds”
      has the
      meaning set forth in Section 4.07(a) hereof, subject to adjustment as
      set
      forth in Sections 4.07(b) and (c) hereof.

     

      “Second
      Extended Maturity Date”
      has the
      meaning set forth in Section 2.03(d) hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      “Second
      Extension Term”
      has the
      meaning set forth in Section 2.03(d) hereof.

     

      “Securities
      Act”
      means
      the Securities Act of 1933 and any successor statute thereto and the related
      regulations issued thereunder, all as amended from time to time.

     

      “Securities
      Exchange Act”
      means
      the Securities Exchange Act of 1934, and any successor statute thereto and
      the
      related regulations issued thereunder, all as amended from time to
      time.

     

      “Securities
      Liabilities”
      has the
      meaning provided in Section 15.04 hereof.

     

      “Securitization”
      or
“Securitize”
      means
      the sale of the Loan, by itself or as part of a pool with other loans, in a
      transaction whereby mortgage pass-through certificates or other securities
      evidencing a beneficial interest, backed by the Loan or such pool of loans,
      will
      be sold as a rated or unrated public offering or private placement.

     

      “Security
      Instrument”
      has the
      meaning ascribed thereto in the Mortgage Loan Agreement.

     

      “Single
      Purpose Entity”
      has the
      meaning set forth in Section 7.02 hereof.

     

      “Soft
      Goods”
      shall
      mean all fabric, textile and flexible plastic products (not including items
      which are classified as “Fixed Asset Supplies” under the Uniform System of
      Accounts) which are used in furnishing the Property or any portion thereof,
      including, without limitation: carpeting, drapes, bedspreads, wall and floor
      coverings, mats, shower curtains and similar items.

     

      “Software”
      shall
      mean all computer software and accompanying documentation (including all future
      upgrades, enhancements, additions, substitutions and modifications thereof),
      other than computer software which is generally commercially available, which
      are used by Property Manager in connection with operating or otherwise providing
      services to the Property and/or any other hotels or other properties which
      are
      operated by Property Manager (or one of its Affiliates), including without
      limitation the property management system, the reservation system and the other
      electronic systems used by Property Manager in connection with operating or
      otherwise providing services to the Property and/or any other hotels or other
      properties which are operated by Property Manager (or one of its
      Affiliates).

     

      “SPE
      Affiliate”
      means
      with respect to any Person, any other person that, directly or indirectly,
      controls, is under common control with, or is controlled by that Person. For
      purposes of this definition, “control” (including, with correlative meaning, the
      terms “controlled by” and “under common control with”), as used with respect to
      any Person, shall mean the possession, directly or indirectly, of the power
      to
      direct and cause the direction of the management and policies of such Person,
      whether through the ownership of voting securities, by contract or
      otherwise.

     

      “Subsidiary”
      means
      any corporation, partnership, limited liability company or other entity in
      which
      a Person holds an equity interest which is more than ten percent (10%) of the
      equity classes issued by such entity.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      “Tax
      Code”
      means
      the Internal Revenue Code of 1986 and the related Treasury Department
      regulations issued thereunder, including temporary regulations, all as amended
      from time to time.

     

      “Tax
      Escrow Account”
      means a
      sub-account of the Cash Management Account held by Lender, or Lender’s designee,
      in which Borrower’s initial deposit, if any, for Taxes made on the Closing Date
      and the Monthly Tax Deposits will be held, which shall not constitute a trust
      fund.

     

      “Taxes”
      means
      all real estate taxes, government assessments or impositions, lienable water
      charges, lienable sewer rents, assessments due under owner association
      documents, ground rents, vault charges and license fees for the use of vaults
      chutes and all other charges (other than the Other Charges), now or hereafter
      levied or assessed against the Land and Improvements; except that no Tax escrow
      will be required if any such charges are payable on a monthly basis and are
      paid
      in a timely manner.

     

      “Tenant
      Subordination Agreement”
      means
      that certain Mezzanine Collateral Assignment of Agreements and Items Affecting
      Operations and Subordination of Lease dated as of the date hereof between Lender
      and Lessee.

     

      “Third
      Extended Maturity Date”
      has the
      meaning set forth in Section 2.03(d) hereof.

     

      “Third
      Extension Term”
      has the
      meaning set forth in Section 2.03(d) hereof.

     

      “Title
      Insurance Policy”
      means
      the mortgagee title insurance policy obtained by Lender in connection with
      the
      Loan, and, until the issuance of such policy, the commitment for title insurance
      as marked-up as of the Closing Date, in either case in form and substance (with
      such endorsements and affirmative coverages) as is satisfactory to Lender,
      insuring that the Security Instrument constitutes a perfected first Lien against
      the Property in the Maximum Loan Amount, subject only to Permitted Encumbrances,
      and including such co-insurance and re-insurance with respect thereto as is
      satisfactory to Lender.

     

      “Transfer”
      means
      any action by which either (a) the legal or beneficial ownership of
      the
      Equity Interests in Mortgage Borrower, Lessee or Borrower or in the Guarantor
      or
      (b) the legal or equitable title to the Property, or any part thereof,
      or
      (c) the cash flow from the Property or any portion thereof, are sold,
      assigned, transferred, hypothecated, pledged or otherwise encumbered or disposed
      of, in each case (a), (b) or (c) whether undertaken, directly or indirectly,
      or
      occurring by operation of law or otherwise, including, without limitation,
      each
      of the following actions:

     

    (i)  the
      sale,
      conveyance, assignment, grant of an option with respect to, mortgage, deed
      in
      trust, pledge, grant of a security interest in, or any other transfer, as
      security or otherwise, of the Property or with respect to the Leases or Receipts
      (or any thereof);

     

    (ii)  the
      grant
      of an easement across the Property (other than easements that constitute a
      Permitted Encumbrance) or any other agreement granting rights in or restricting
      the use or development of the Property (including, without limitation, air
      rights);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iii)  an
      installment sale wherein Mortgage Borrower agrees to sell the Property for
      a
      price to be paid in installments; or

     

    (iv)  an
      agreement (other than the Operating Lease) by Mortgage Borrower leasing all
      or a
      substantial part of the Property for other than actual occupancy by a space
      tenant thereunder.

     

      “UCC”
      means
      the Uniform Commercial Code in effect in the State of New York or comparable
      law
      of any jurisdiction as in effect from time to time.

     

      “Underwriter
      Group”
      has the
      meaning provided in Section 15.04 hereof.

     

      “Uniform
      System of Accounts”
      shall
      mean the Uniform System of Accounts for the Lodging Industry, Ninth Revised
      Edition, 1996, as published by the American Hotel & Motel
      Association.

     

    Section
      1.02  General
      Construction.

     

    Defined
      terms used in this Agreement may be used interchangeably in singular or plural
      form, and pronouns are to be construed to cover all genders. All references
      to
      this Agreement or any agreement or instrument referred to in this Agreement
      shall mean such agreement or instrument as originally executed and as hereafter
      amended, supplemented, extended, consolidated or restated from time to time.
      The
      words “herein,”“hereof” and “hereunder” and other words of similar import refer
      to this Agreement as a whole and not to any particular subdivision; and the
      words “Article” and “section” refer to the entire article or section, as
      applicable and not to any particular subsection or other subdivision. Reference
      to days for performance means calendar days unless business days are expressly
      indicated. With
      respect to terms defined by cross-reference to the Mortgage Loan Documents,
      such
      defined terms shall have the definitions set forth in the Mortgage Loan
      Documents as of the date hereof, and no modifications to the Mortgage Loan
      Documents shall have the effect of changing such definitions for the purposes
      of
      this Agreement unless Lender expressly agrees that such definitions as used
      in
      this Agreement have been revised.

     

    ARTICLE
      2  

     

    


     

    MAXIMUM
      LOAN AMOUNT; PAYMENT TERMS; ADVANCES

     

    Section
      2.01  Commitment
      to Lend.

     

    (a)  Maximum
      Loan Amount Approved.
      Subject
      to the terms and conditions set forth herein, and in reliance on Borrower’s
      representations, warranties and covenants set forth herein, Lender agrees to
      loan the Maximum Loan Amount to Borrower. The Loan shall be evidenced by this
      Agreement and by the Note made by Borrower to the order of Lender and shall
      bear
      interest and be paid upon the terms and conditions provided herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)  Advance
      of Maximum Loan Amount.
      On the
      Closing Date, Lender shall advance the entire Maximum Loan Amount to
      Borrower.

     

    Section
      2.02  Calculation
      of Interest.

     

    (a)  Calculation
      Basis.
      Interest due on the Loan shall be paid in arrears, calculated based on a 360-day
      year and paid for the actual number of days elapsed for any whole or partial
      month in which interest is being calculated. 

     

    (b)  Applicable
      Interest Rate and Interest Rate Adjustment Date.
      Interest shall accrue on outstanding principal at the rate (“Applicable
      Interest Rate”)
      which
      is the LIBOR Rate plus four and five tenth percent (4.5%) (“Margin”).
      Adjustments to the Applicable Interest Rate in connection with changes in the
      LIBOR Rate shall be made on the Interest Rate Adjustment Date. The Applicable
      Interest Rate effective on the Closing Date for the Initial Interest Period
      is
      equal to 7.72%.

     

    (c)  LIBOR
      Unascertainable.
      Lender’s obligation to maintain interest based on the LIBOR Rate shall be
      suspended and the Applicable Interest Rate shall be based on the Interest Rate
      Index (plus Margin) upon Lender’s determination, in good faith, that adequate
      and reasonable means do not exist for ascertaining the LIBOR Rate (which
      determination by Lender shall be conclusive and binding on Borrower in the
      absence of manifest error). Computation of the Applicable Interest Rate based
      on
      the Interest Rate Index shall continue until Lender determines that the
      circumstances giving rise to Lender’s substitution of the Interest Rate Index
      for the LIBOR Rate no longer exist, in which event the Applicable Interest
      Rate
      shall be the LIBOR Rate commencing with the first day of the Interest Period
      next following such determination. Lender shall promptly notify Borrower of
      each
      such determination. For any period where the Applicable Interest Rate is based
      on the Interest Rate Index, the Margin shall be a rate equal to the Margin,
      less
      seven (7) basis points (0.07%).

     

    (d)  Adjustment
      Due to Calculation Errors.
      If, at
      any time, Lender determines that it has miscalculated the Applicable Interest
      Rate (whether because of a miscalculation of the LIBOR Rate or otherwise),
      Lender shall notify Borrower of the necessary correction. If the corrected
      Applicable Interest Rate represents an increase in the applicable monthly
      payment, Borrower shall, within ten (10) days thereafter, pay to Lender
      the
      corrected amount. If the corrected Applicable Interest Rate represents an
      overpayment by Borrower to Lender and no Event of Default then exists, Lender
      shall refund the overpayment to Borrower or, at Lender’s option, credit such
      amounts against Borrower’s payment next due hereunder.

     

    (e)  Adjustment
      for Impositions on Loan Payment.
      All
      payments made by Borrower hereunder shall be made free and clear of, and without
      reduction for, or on account of, any income, stamp or other taxes, levies,
      imposts, duties, charges, fees, deductions or withholdings hereafter imposed,
      levied, collected, withheld or assessed by any government or taxing authority
      (other than taxes on the overall net income or overall gross receipts of Lender
      imposed as a result of a present or former connection between Lender and the
      jurisdiction of the government or taxing authority imposing such net income
      or
      gross receipts tax). If any such amounts are required to be withheld from
      amounts payable to Lender, the amounts payable to Lender under these Loan
      Documents shall be increased to the extent necessary to yield to Lender, after
      payment of such amounts, interest or any such other amounts payable at the
      rates
      or in the amounts specified herein. If any such amounts are payable by Borrower,
      Borrower shall pay all such amounts by their due date and promptly send Lender
      a
      certified copy of an original official receipt showing payment thereof. If
      Borrower fails to pay such amounts when due or to deliver the required receipt
      to Lender, Borrower shall indemnify Lender for any incremental taxes, interest
      or penalties that may become payable by Lender as a result of any such
      failure.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)  Increased
      Costs of Maintaining Interest.
      If
      Lender determines that the adoption of any law, regulation, rule or guideline
      (including, without limitation, any change regarding the imposition or increase
      in reserve requirements), whether or not having the force of law, does or will
      have the effect of reducing Lender’s rate of return on the Loan or results in an
      increase in the cost to Lender in making, funding or maintaining interest on
      the
      Loan at the rate herein provided, then, from time to time, within five (5)
      business days after written demand by Lender, Borrower shall pay Lender such
      additional amount as will compensate Lender for its reduction or increased
      costs. 

     

    (g)  Borrower
      agrees to indemnify Lender and hold Lender harmless from any loss or expenses
      (other than consequential and punitive damages) which Lender sustains or incurs
      arising from interest or fees payable by Lender to lenders of funds obtained
      by
      it in order to maintain a LIBOR Rate Loan hereunder as a consequence of
      (i) any default by Borrower in payment of the principal of, or interest
      on,
      a LIBOR Rate Loan, and (ii) any prepayment (whether voluntary or mandatory)
      of the LIBOR Rate Loan on a day that (A) is not a Payment Due Date or
      (B) is a Payment Due Date, however Borrower did not give the prior written
      notice of such prepayment required pursuant to the terms of this
      Agreement.

     

    (h)  Acceleration.
      Notwithstanding anything to the contrary contained herein, if Borrower is
      prohibited by law from paying any amount due to Lender under
      Section 2.02(e) or (f), Lender may elect to declare the unpaid principal
      balance of the Loan, together with all unpaid interest accrued thereon and
      any
      other amounts due hereunder, due and payable within ninety (90) days
      of
      Lender’s written notice to Borrower. No Prepayment Fee or Prohibited Prepayment
      Fee shall be due in such event. Lender’s delay or failure in accelerating the
      Loan upon the discovery or occurrence of an event under Section 2.02(e)
      or
      (f), shall not be deemed a waiver or estoppel against the exercise of such
      right.

     

    Section
      2.03  Payment
      of Principal and Interest.

     

    (a)  Payment
      at Closing.
      Borrower shall make a payment to Lender of interest only on the date hereof
      for
      the Initial Interest Period.

     

    (b)  Payment
      Dates.
      Commencing on the ninth (9th) day of August, 2005 and continuing on
      the
      ninth (9th) day of each and every successive month thereafter (each,
      a
“Payment
      Due Date”),
      through and including the Payment Due Date immediately prior to the Maturity
      Date, Borrower shall pay consecutive monthly payments of interest only, at
      the
      Applicable Interest Rate (determined as of the immediately preceding Interest
      Rate Adjustment Date), based on principal advanced and outstanding during the
      Interest Period ending immediately prior to such Payment Due Date and any
      amounts due pursuant to Section 2.02 of this Agreement. Lender shall
      have
      the one-time right, in its sole discretion, upon not less than ten (10)
      days prior written notice to Borrower, to change the Payment Due Date to a
      different calendar day (provided that such change does not result in two
      payments in the same month) and, if Lender shall have elected to change the
      Payment Due Date as aforesaid, Lender shall change the Maturity Date and each
      Extended Maturity Date, if any, to the same day of the month as corresponds
      to
      the new day of the month on which the Payment Due Date falls (but without
      changing the month or the year of the Maturity Date or any such Extended
      Maturity Date) and Lender shall have the option, but not the obligation, to
      adjust the interest accrual period correspondingly and, if requested by Lender,
      Borrower shall promptly execute an amendment to this Agreement to evidence
      such
      changes.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Maturity
      Date.
      On the
      ninth (9th) day of July, 2007 (such date, as the same may be changed
      in
      accordance with Section 2.03(b) above, the “Maturity
      Date”),
      Borrower shall pay the entire outstanding principal balance of the Loan,
      together with all accrued but unpaid interest thereon and all other amounts
      due
      under this Agreement, the Note or any other Loan Document.

     

    (d)  Extension
      of Maturity Date.

     

    (i)  Extension
      Option.
      Borrower has the right to extend the Maturity Date of the Loan for
      three (3) additional terms (each an “Extension
      Term”),
      with
      the first additional term having twelve (12) months (“First
      Extension Term”)
      and
      extending the Maturity Date to July 9, 2008 (such date, as the same may be
      changed in accordance with Section 2.03(b) above, “First
      Extended Maturity Date”),
      the
      second additional term having twelve (12) months (“Second
      Extension Term”)
      and
      extending the First Extended Maturity Date to July 9, 2009 (such date, as the
      same may be changed in accordance with Section 2.03(b) above, “Second
      Extended Maturity Date”)
      and
      the third additional term having twelve (12) months (“Third
      Extension Term”)
      and
      extending the Second Extended Maturity Date to July 9, 2010 (such date, as
      the
      same may be changed in accordance with Section 2.03(b) above, “Third
      Extended Maturity Date”).
      Upon
      Borrower’s proper and timely exercise of its rights under this
      Section 2.03(d), the term “Maturity Date” shall be deemed to be the First
      Extended Maturity Date, the Second Extended Maturity Date and the Third Extended
      Maturity Date, as applicable.

     

    (ii)  Conditions
      Precedent to Maturity Date Extension.
      Each of
      the following conditions must be satisfied in a manner acceptable to Lender
      (or
      waived in writing by Lender) as a condition precedent to extension of the
      Maturity Date:

     

    (A)  Borrower
      delivers written notice to Lender not more than sixty (60) days and
      not
      less than thirty (30) days prior to the expiring Maturity Date advising
      that Borrower is exercising its extension option, together with drafts of all
      materials needed by Lender to confirm that the Rate Cap satisfies the criteria
      identified in subsection (D) below.

     

    (B)  On
      or
      prior to the commencement date of the applicable Extension Term, Borrower pays
      to Lender the Extension Fee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (C)  No
      Event
      of Default exists on the date Borrower exercises such extension option or on
      the
      commencement date of the relevant Extension Term.

     

    (D)  On
      or
      prior to the commencement date of the applicable Extension Term, Borrower
      obtains, and assigns to the benefit of Lender, a Rate Cap which (1) will
      be
      effective for the Extension Term and provide for payments whenever the LIBOR
      Rate exceeds the LIBOR Strike Rate, (2) with a notional amount equal
      to the
      outstanding principal balance of the Loan, and (3) otherwise satisfies
      all
      requirements of Section 2.07 of this Agreement.

     

    (E)  the
      Cash
      Flow Available for Debt Service for the trailing twelve (12) month period is
      at
      least $30,000,000.

     

    (F)  If
      required by Lender, Borrower executes and delivers to Lender an amendment to
      the
      Loan Agreement, reasonably acceptable to Lender in all respects, which confirms
      the date to which the Maturity Date has been extended and the principal and
      interest amounts payable during the Extension Term.

     

    (G)  Mortgage
      Borrower shall have extended the term of the Mortgage Loan pursuant to
      Section 2.03(d) of the Mortgage Loan Agreement to the First Extended
      Maturity Date or the Second Extended Maturity Date, as applicable.

     

    Section
      2.04  Payments
      Generally.

     

    (a)  Delivery
      of Payments.
      All
      payments due to Lender under this Agreement and the other Loan Documents are
      to
      be paid to Lender at Lender’s office located at 200 Park Avenue, New York, New
      York 10166, Attn: Lori Rung/CMBS Servicing, or at such other place as Lender
      may
      designate to Borrower in writing from time to time. All amounts due under this
      Agreement and the other Loan Documents shall be paid in immediately available
      funds without setoff, counterclaim or any other deduction
      whatsoever.

     

    (b)  Credit
      for Payment Receipt.
      No
      payment due under this Agreement or any of the other Loan Documents shall be
      deemed paid to Lender until received by Lender at its designated office on
      a
      business day prior to 2:00 p.m. Eastern Time. Any payment received after the
      time established by the preceding sentence shall be deemed to have been paid
      on
      the immediately following business day. Where a Payment Due Date falls on a
      date
      other than a business day, the Payment Due Date shall be deemed the first
      business day immediately thereafter.

     

    (c)  Invalidated
      Payments.
      If any
      payment received by Lender is deemed by a court of competent jurisdiction to
      be
      a voidable preference or fraudulent conveyance under any bankruptcy, insolvency
      or other debtor relief law, and is required to be returned by Lender, then
      the
      obligation to make such payment shall be reinstated, notwithstanding that the
      Note may have been marked satisfied and returned to Borrower or otherwise
      canceled, and such payment shall be immediately due and payable upon
      demand.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  Late
      Charges.
      If any
      payment due on a Payment Due Date is not received by Lender in full on or before
      the Payment Due Date, Borrower shall pay to Lender, immediately and without
      demand, a late fee equal to five percent (5%) of such delinquent
      amount.

     

    (e)  Default
      Interest Rate.
      If the
      Loan is not paid in full on or before the Maturity Date (subject to any
      extension thereto properly exercised by Borrower in accordance with this
      Agreement), any other payment due hereunder (including, without limitation,
      late
      charges and fees for legal counsel) is not received by Lender on or before
      the
      date on which such payment originally was due without regard to any notice
      or
      cure periods provided for herein or in the other Loan Documents or following
      any
      other Event of Default and during the continuance thereof, the interest rate
      payable on the Loan shall immediately increase to the Applicable Interest Rate
      plus five hundred (500) basis points (“Default
      Rate”)
      and
      continue to accrue at the Default Rate until full payment is received or such
      Event of Default is cured, as applicable. Interest at the Default Rate also
      shall accrue on any judgment obtained by Lender in connection with collection
      of
      the Loan or enforcement of any obligations due under the other Loan Documents
      until such judgment amount is paid in full.

     

    (f)  Application
      of Payments.
      Payments of principal and interest due from Borrower shall be applied first
      to
      the payment of late fees, then to Lender advances made to protect the Property
      or to perform obligations which Borrower failed to perform, then to the payment
      of accrued but unpaid interest, and then to reduction of the outstanding
      principal. Following an Event of Default, Lender may apply all payments to
      amounts then due in any manner and in any order determined by Lender, in its
      sole discretion. No principal amount repaid may be reborrowed.

     

    Section
      2.05  Prepayment
      Rights.

     

    (a)  Open
      Date.
      Borrower acknowledges that Lender is making the Loan to Borrower at the interest
      rate and upon the other terms herein set forth in reliance upon Borrower’s
      promise to pay the Loan over the full stated term of this Agreement and that
      Lender may suffer loss or other detriment if Borrower were to prepay all or
      any
      portion of the Note more than six (6) months prior to its stated Maturity Date.
      Borrower may not prepay the Loan in whole or in part at any time until after
      the
      twelfth (12th) Payment Due Date (“Open
      Date”).

     

    (b)  Prepayment
      After Open Date.
      After
      the Open Date, Borrower may prepay principal in whole, or in part, as long
      as
      each of the following conditions are satisfied:

     

    (i)  Borrower
      provides written notice to Lender of its intent to prepay not more than
      sixty (60) days and not less than ten (10) days prior to the
      intended
      prepayment date;

     

    (ii)  If
      Event
      of Default exists on the date of such prepayment, Borrower shall reimburse
      Lender for all actual costs reasonably incurred by Lender in processing the
      prepayment request, including, without limitation, reasonable legal fees and
      expenses;

     

    (iii)  Borrower
      pays with such prepayment all accrued interest and all other outstanding amounts
      then due and unpaid under this Agreement and the other Loan Documents including
      the Prepayment Fee, if any;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv)  If
      prepayment is not made on a Payment Due Date, Borrower pays with such prepayment
      (in addition to all other amounts due under this Section 2.05(b)) an
      amount
      equal to the unearned interest (if applicable, at the Default Rate) computed
      on
      the principal amount being prepaid which would accrue for the period from the
      date of prepayment through and including the end of the Interest Period in
      which
      such prepayment occurs; 

     

    (v)  Notwithstanding
      anything contained herein to the contrary, no prepayment shall be permitted
      on
      any date during the period commencing on the first calendar day immediately
      following a Payment Due Date to, but not including, the Interest Rate Adjustment
      Date in such calendar month, unless consented to by Lender in its sole and
      absolute discretion; and

     

    (vi)  Unless
      Mortgage Borrower is making a proportionate prepayment under the Mortgage Loan
      Documents, with respect to any voluntary prepayment, Borrower provides evidence
      reasonably satisfactory to Lender that the funds used to make such prepayment
      are capital contributions from a CNL Entity and/or a Marriott Entity and not
      from excess cash flow from the Property.

     

    (c)  Prohibited
      Prepayment Prior to Open Date.
      Except
      as otherwise set forth in Section 2.05(d), if payment of all or any
      part of
      the principal balance of the Loan is tendered by Borrower, a purchaser at
      foreclosure, Guarantor, or any other Person prior to the Open Date, whether
      by
      reason of acceleration of the Loan or otherwise (a “Prohibited
      Prepayment”),
      such
      tender shall be deemed an attempt to circumvent the prohibition against
      prepayment set forth in Section 2.05(a) and, at Lender’s option, shall be
      an Event of Default. If a Prohibited Prepayment occurs and is accepted
      voluntarily or otherwise by Lender, then, in addition to all other rights and
      remedies available to Lender upon an Event of Default, a prepayment premium
      equal to two percent (2%) of the Maximum Loan Amount (“Prohibited
      Prepayment Fee”)
      shall
      be due to compensate Lender for damages suffered as a result of the Prohibited
      Prepayment, such amount shall be due in addition to the outstanding principal
      balance, all accrued and unpaid interest (and in the event that such Prohibited
      Prepayment is accepted voluntarily or otherwise by Lender on a date which is
      not
      a Payment Due Date, such accrued and unpaid interest shall include interest
      which would accrue on the outstanding principal balance calculated through
      and
      including the end of the Interest Period in which such Prohibited Payment
      occurs, it being understood that any interest payable in connection with a
      Prohibited Prepayment with respect to a portion of an Interest Period prior
      to
      the applicable Interest Rate Adjustment Date shall be determined by Lender
      in
      its sole and absolute discretion) and other outstanding amounts due under the
      Loan Documents, including, without limitation, any amounts due to Lender under
      Section 2.02(g) hereof.

     

    (d)  Liquidation
      Events.
      

     

    (i)  In
      the
      event of (A) any Casualty to the Property or any material portion thereof,
      (B) any Condemnation of the Property or any material portion thereof,
      (C) a Transfer of the Property in connection with realization thereon
      following an Event of Default under the Mortgage Loan, including without
      limitation a foreclosure sale, or (D) any refinancing of the Property
      or
      the Mortgage Loan (each, a “Liquidation
      Event”),
      Borrower shall cause the related Net Liquidation Proceeds After Debt Service
      to
      be deposited directly into the Mezzanine Deposit Account. On each date on which
      Lender actually receives a distribution of Net Liquidation Proceeds After Debt
      Service, Borrower shall prepay the outstanding principal balance of the
      Mezzanine Note in an amount equal to one hundred percent (100%) of such Net
      Liquidation Proceeds After Debt Service, together with (A) in the event
      that such Net Proceeds are received on or before a Payment Due Date, interest
      accruing on such amount calculated through and including the end of the Interest
      Period in which such Payment Due Date occurs, or (B) in the event that
      such
      Net Proceeds are received on a date after a Payment Due Date, interest accruing
      on such amount calculated through and including the end of the Interest Period
      in which the next Payment Due Date occurs. Any amounts of Net Liquidation
      Proceeds After Debt Service in excess of the Debt shall be paid to Borrower.
      Any
      prepayment received by Lender pursuant to this Section 2.05(d)(i) on a date
      other than a Payment Due Date shall be held by Lender as collateral security
      for
      the Loan in an interest bearing account, with such interest accruing to the
      benefit of Borrower, and shall be applied by Lender on the next Payment Due
      Date.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  Borrower
      shall notify Lender of any Liquidation Event not later than one Business Day
      following the first date on which Borrower has knowledge of such event. Borrower
      shall be deemed to have knowledge of (A) a sale (other than a foreclosure
      sale) of the Property on the date on which a contract of sale for such sale
      is
      entered into, and a foreclosure sale, on the date notice of such foreclosure
      sale is given, and (B) a refinancing of the Property, on the date on
      which
      a commitment for such refinancing has been entered into. The provisions of
      this
      Section 2.05(d) shall not be construed to contravene in any manner the
      restrictions and other provisions regarding refinancing of the Mortgage Loan
      or
      Transfer of the Property set forth in this Agreement and the other Loan
      Documents.

     

    (e)  Notice
      Irrevocable.
      Notwithstanding any provision of this Agreement to the contrary, Borrower’s
      notice of prepayment in accordance with subsection 2.05(b) above
      shall
      be irrevocable, and the principal balance to be prepaid shall be absolutely
      and
      unconditionally due and payable on the date specified in such notice; provided,
      however, Borrower’s notice of prepayment may be revoked not more than two (2)
      times in any twelve (12) month period and if revoked Borrower shall reimburse
      Lender for all actual costs reasonably incurred by Lender in processing such
      extension request, including, without limitation, reasonable legal fees and
      expenses.

     

    Section
      2.06  Intentionally
      Omitted.

     

    Section
      2.07  Interest
      Rate Cap/Hedge.

     

    (a)  Initial
      Interest Rate Cap.
      On or
      before the date hereof, Borrower shall obtain a Rate Cap with a notional amount
      equal to the Maximum Loan Amount for the benefit of Lender which provides for
      payments to be made by the Rate Cap Provider if, at any time during the term
      of
      the Loan, the LIBOR Rate exceeds the LIBOR Strike Rate. Each Rate Cap required
      hereunder must: (i) be issued by a Rate Cap Provider that satisfies
      the
      credit criteria set forth below in Section 2.07(c); (ii) be fully
      effective as of the Closing Date; (iii) permit Borrower’s interest in the
      Rate Cap to be assigned to Lender (and further assignable by Lender) without
      the
      payment of fees or costs and without Rate Cap Provider’s consent;
      (iv) contain no cross-defaults to any other agreements among Borrower,
      Rate
      Cap Provider and Lender, or any of their respective Affiliates; (v) contain
      no performance obligations of Borrower or Lender beyond Borrower’s payment of a
      one-time fee at the effective date of the Rate Cap Agreement; (vi) be
      evidenced by a Rate Cap Agreement acceptable to Lender in all respects in
      Lender’s sole good faith discretion and delivered to Lender on the Closing Date,
      fully executed, along with a legal opinion from Rate Cap Provider’s counsel
      (which may be in-house counsel) as to the authorization, execution and delivery
      by Rate Cap Provider and enforceability in accordance with its terms);
      (vii) comply with criteria issued by any of the Rating Agencies regarding
      interest rate cap agreements including, without limitation, the requirement
      for
      additional legal opinions from Rate Cap Provider’s counsel;
      (viii) otherwise be satisfactory to Lender in all respects; and
      (ix) have a notional amount equal to the Maximum Loan Amount.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Assignment
      to Lender as Collateral.
      The
      Rate Cap and each replacement of a Rate Cap (including each Rate Cap that
      Borrower is required to provide in connection with the extension of the Maturity
      Date) shall be assigned to Lender as security for the Debt. Borrower
      acknowledges that Borrower’s assignment of the Rate Cap to Lender shall not be
      deemed completed until such time as Borrower has delivered to Lender a written
      acknowledgement from the Rate Cap Provider of Borrower’s assignment of the Rate
      Cap to Lender that is acceptable to Lender in all respects. All payments made
      by
      the Rate Cap Provider shall be made directly to the Cash Management Account
      and
      shall be subject to the terms of the Cash Management Agreement, provided that
      if
      a Lockbox Account is in effect, then such payments shall be deposited into
      the
      Lockbox Account in accordance with this Agreement and the Lockbox Agreement.
      Failure by the Rate Cap Provider to make any payment under the Rate Cap shall
      not relieve Borrower of any of its obligations to make any payments hereunder
      or
      under any other Loan Documents.

     

    (c)  Credit
      Rating of Cap Provider; Replacement Upon Adverse Change in
      Rating.
      The
      Rate Cap must be issued by a Rate Cap Provider having (i) either (A) a
      long-term unsecured debt rating of not less than “AA-” from S&P if Rate Cap
      Provider has only a long-term rating from S&P or (B) a long-term
      unsecured debt rating of not less than “A+” from S&P and a short-term rating
      of not less than “A-1” from S&P if Rate Cap Provider has both a long-term
      and a short-term rating from S&P, (ii) either (A) a long-term
      unsecured debt rating of not less than “Aa3” from Moody’s if Rate Cap Provider
      has only a long-term rating from Moody’s or (B) a long-term unsecured debt
      rating of not less than “A1” from Moody’s and a short-term rating of not less
      than “P1” from Moody’s if Rate Cap Provider has both a long-term and a
      short-term rating from Moody’s and (C) if Rate Cap Provider is rated by
      Fitch, either a long-term unsecured debt rating of not less than “A” from Fitch
      or a short-term rating of not less than “F-1” from Fitch. If, at any time during
      the term of the Loan, any of the Rate Cap Provider’s credit ratings falls below
      those required in the previous sentence, Borrower shall, at Borrower’s expense,
      provide a replacement Rate Cap from a different Rate Cap Provider which
      satisfies the required credit ratings. Each replacement Rate Cap shall satisfy
      all requirements of this Section 2.07 and, unless otherwise agreed by
      Lender, shall be substantially in the form of the Rate Cap Agreement assigned
      to
      Lender as of the Closing Date. Each replacement Rate Cap and all required
      documents must be delivered to Lender within thirty (30) business days
      of
      Lender’s notification that a replacement Rate Cap is required.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Borrower’s
      Payment of Lender Review Expenses.
      Borrower shall pay all expenses incurred by Lender in connection with Lender’s
      review and approval of the initial Rate Cap and Rate Cap Provider, each Rate
      Cap
      required in connection with an extension of the Maturity Date, and each
      replacement of a Rate Cap that is required under the terms of this Agreement,
      including, without limitation, reasonable legal fees and expenses.

     

    ARTICLE
      3  

     

    


     

    CASH
      MANAGEMENT

     

    Section
      3.01  Marriott
      FF&E Reserve Account. 

     

    (a)  Control
      of Marriott FF&E Reserve Account.
      On or
      before the Closing Date, Borrower shall cause Mortgage Borrower to cause Lessee
      or Marriott to establish the Marriott FF&E Reserve Account with Marriott
      FF&E Reserve Account Bank in accordance with Section 3.01 of the Mortgage
      Loan Agreement. The Marriott FF&E Reserve Account shall be an Eligible
      Account. The Marriott FF&E Reserve Account shall be under the sole dominion
      and control of Mortgage Lender. Notwithstanding the foregoing, Marriott shall
      have the right to withdraw funds from the Marriott FF&E Reserve Account
      subject to the terms and conditions set forth in the Property Management
      Contracts. Neither Borrower nor Mortgage Borrower shall have any right to
      withdraw funds from the Marriott FF&E Reserve Account. 

     

    (b)  Security
      Interest in Marriott FF&E Reserve Account.
      Concurrently herewith, Borrower has caused Mortgage Borrower to cause Lessee
      to
      grant to Lender a security interest in the Marriott FF&E Reserve Account,
      subject and subordinate only to Mortgage Lender’s security interest therein, and
      the proceeds thereof pursuant to the Mortgage Loan Documents. Borrower shall
      cause Mortgage Borrower to take, or to cause Lessee to take, such action as
      requested by Lender to cause Lender to maintain a perfected security interest
      in
      the Marriott FF&E Reserve Account.

     

    (c)  Application
      of Funds in Marriott FF&E Reserve Account.
      Funds
      held in the Marriott FF&E Reserve Account are to be applied in the manner
      provided set forth in the Property Management Contracts.

     

    (d)  No
      Waiver of Default.
      No
      agreement by Mortgage Lender or Lender to permit funds on deposit in the
      Marriott FF&E Reserve Account to be used by Property Manager for any purpose
      at a time when a Default or Event of Default has occurred and is then continuing
      shall be deemed a waiver or cure by Mortgage Lender or Lender of that Default
      or
      Event of Default, nor shall Mortgage Lender’s or Lender’s rights and remedies by
      prejudiced in any manner thereby.

     

    (e)  Investment
      of Funds.
      All or
      a portion of any amounts in the Marriott FF&E Reserve Account shall, so long
      as a Marriott Management Period is continuing, be invested and reinvested by
      Marriott FF&E Reserve Account Bank in accordance with written instructions
      delivered by Marriott, or if a Marriott Management Period is no longer
      continuing, by Lender, in one or more Permitted Investments (subject to the
      availability of such Permitted Investments), provided, however,
      that:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (i)  the
      maturity of the Permitted Investments on deposit therein shall be at the
      discretion of Marriott, if a Marriott Management Period is continuing, or
      Lender, if a Marriott Management Period is no longer continuing, but in any
      event no later than the Business Day of or immediately preceding the date on
      which such funds are reasonably expected to be required to be withdrawn
      therefrom pursuant to the Property Management Contracts, the Mortgage Loan
      Agreement and this Agreement;

     

    (ii)  at
      any
      time that a Marriott Management Period is no longer continuing, Marriott shall
      not have any right to direct investment of the balance in the Marriott FF&E
      Reserve Account; and

     

    (iii)  all
      such
      Permitted Investments shall be held in the name of Lessee and shall be credited
      to the Marriott FF&E Reserve Account. 

     

    Neither
      Mortgage Lender nor Lender shall have any liability for any loss in investments
      of funds in the Marriott FF&E Reserve Account and no such loss shall affect
      Mortgage Borrower’s or Borrower’s obligation to fund, or liability for funding,
      the Marriott FF&E Reserve Account, the Lockbox Account, the Cash Management
      Account or any Reserve Account. All interest paid or other earnings on funds
      deposited into the Marriott FF&E Reserve Account shall be deposited into
      such Marriott FF&E Reserve Account. Lessee shall include all earnings on the
      Marriott FF&E Reserve Account as income of Lessee for federal and applicable
      state tax purposes.

     

    (f)  Changes
      in Marriott FF&E Reserve Account.
      In the
      event that Marriott exercises any right that Marriott may have to change the
      account that constitutes the “FF&E Reserve” (as defined in the Property
      Management Contracts) from the then-existing Marriott FF&E Reserve Account
      to another account, Borrower shall direct or cause Mortgage Borrower to:
      (i) enter into, and cause Marriott and the new Marriott FF&E Account
      Bank to enter into, a replacement Marriott FF&E Account Control Agreement
      with respect to such account (which account shall thereafter constitute the
      Marriott FF&E Reserve Account hereunder) in form and substance reasonably
      acceptable to Mortgage Lender and Lender, (ii) deliver to Mortgage Lender
      and Lender a new or updated opinion of Borrower’s counsel opining, with respect
      to the new Marriott FF&E Account Control Agreement, as to due authorization,
      execution and delivery by Mortgage Borrower, enforceability and perfection,
      all
      in form and substance reasonably acceptable to Mortgage Lender and Lender,
      and
      (iii) deliver to Mortgage Lender and Lender a new or updated opinion
      of
      Marriott’s counsel opining, with respect to the new Marriott FF&E Account
      Control Agreement, as to due authorization, execution and delivery by Marriott
      and enforceability, all in form and substance reasonably acceptable to Mortgage
      Lender and Lender.

     

    (g)  Event
      of Default.
      Nothing
      contained in Section 2.04(f) or Section 3.01(f) shall in any
      way limit
      any rights and remedies otherwise available to Lender under this Agreement,
      the
      other Loan Documents or applicable law upon an Event of Default.

     

    Section
      3.02  Deposits
      into Marriott FF&E Reserve Account.

     

    During
      a
      Marriott Management Period, Borrower shall direct or cause Mortgage Borrower
      to
      cause Lessee or Marriott to deposit into the Marriott FF&E Reserve Account
      all amounts required to be deposited by Marriott therein in accordance with
      the
      terms of the Property Management Contracts. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      3.03  Deposits
      into the Cash
      Management Account.

     

    Borrower
      shall direct or cause Mortgage Borrower to cause Lessee and/or Property Manager
      to deposit (i) all amounts payable to Mortgage Borrower by Lessee, Property
      Manager and/or any other party under the Operating Lease, Property Management
      Contracts and/or from whatever source and (ii) all amounts payable to Lessee
      by
      Property Manager and/or any other party under the Property Management Contracts
      and/or from whatever source, into the Cash Management Account as and when
      required to be paid to Mortgage Borrower or Lessee, as applicable, in accordance
      with the terms and provisions of the Operating Lease and/or the Property
      Management Contracts.

     

    Section
      3.04  Other
      Deposits into the Cash Management
      Account.

     

    If
      at
      anytime during a Marriott Management Period or an Acceptable Management Period,
      Mortgage Borrower or Lessee shall receive any Receipts, whether from Property
      Manager or Lessee or another party, Borrower shall cause Mortgage Borrower
      to
      promptly deposit, and cause Lessee to promptly deposit, the same into the Cash
      Management Account in accordance with the terms of the Property Management
      Contracts and applicable Loan Documents. 

     

    Section
      3.05  Other
      Deposits in Lockbox Account.

     

    If
      at any
      time neither a Marriott Management Period nor Acceptable Management Period
      shall
      exist, Borrower shall cause Mortgage Borrower to cause Lessee to: 

     

    (a)  establish
      and maintain a lockbox or clearing account in accordance with Section 3.05
      of
      the Mortgage Loan Agreement;

     

    (b)  direct
      all tenants (including without limitation, Lessee) under the Leases (if any)
      (including without limitation, the Operating Lease) to pay all Rents thereunder
      directly into the Lockbox Account, and deliver irrevocable (without Lender’s
      written consent) letters of direction to such effect to such tenants in Lender’s
      reasonable form;

     

    (c)  instruct
      each of the credit card banks, credit card companies or other credit card
      receipt intermediaries with which Mortgage Borrower, Lessee or Property Manager
      has entered into merchant, clearing or other agreements with respect to the
      Property that all credit card receipts with respect to the Property cleared
      by
      such credit card banks, credit card companies or other intermediaries shall
      be
      transferred by such credit card banks, credit card companies or other
      intermediaries by wire transfer or the ACH system to the Lockbox Account, and
      deliver irrevocable (without Lender’s or Mortgage Lender’s prior written
      consent) instruction letters to such effect to such Persons (and obtain each
      such Person’s acknowledgment and agreement thereto) in accordance with Section
      3.05 of the Mortgage Loan Agreement;

     

    (d)  instruct
      all Persons that maintain open accounts with Mortgage Borrower, Lessee or
      Property Manager or with whom Mortgage Borrower, Lessee or Property Manager
      does
      business on an “accounts receivable” basis with respect to the Property to
      deliver all payments due under such accounts to the Lockbox Account, and deliver
      to such Persons irrevocable (without Lender’s or Mortgage Lender’s prior written
      consent) letters of instruction in accordance with Section 3.05 of the Mortgage
      Loan Agreement; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e)  deposit
      (or cause to be deposited) any and all other Receipts promptly into the Lockbox
      Account and in no event later than one Business Day after the same are paid
      to
      or for the benefit of Mortgage Borrower, Lessee or Property Manager.


     

    Borrower
      shall not permit Mortgage Borrower to, and shall direct Mortgage Borrower to
      not
      permit Lessee to, (x) terminate, amend, revoke or modify any tenant
      direction letter or instruction letter provided pursuant to Sections 3.04(a),
      (b) and (c) above to a credit card bank, credit card company or other
      intermediary or other Person (each a “Direction
      Letter”)
      in any
      manner whatsoever, or (y) direct or cause any Person receiving or bound
      by
      a Direction Letter, or purportedly or intended or required to receive or be
      bound or instructed by a Direction Letter, to pay any amount in any manner
      other
      than as provided in the related Direction Letter. To the extent that Mortgage
      Borrower, Lessee or any Person on their behalf (other than Property Manager)
      holds any Receipts or Advance Bookings Deposits, whether in accordance with
      this
      Agreement, the Mortgage Loan Agreement or otherwise, (1) such amounts
      shall
      be deemed to be collateral for the Mortgage Loan and, subject to Mortgage
      Lender’s interest in such collateral, the Loan and shall be held in trust for
      the benefit, and as the property, of Mortgage Lender, and (2) such amounts
      shall not be commingled with any other funds or property of Mortgage Borrower
      or
      Lessee.

     

    Section
      3.06  Transfers
      to Cash Management Account
      and
      Mezzanine Deposit Account.

     

    Amounts
      on deposit in the Lockbox Account (if any) shall be transferred to the Cash
      Management Account as set forth in Article 3 of the Mortgage Loan Agreement.
      Borrower shall direct or cause Mortgage Borrower to direct that all cash
      distributions from the Cash Management Account to be paid to Lender in
      accordance with the Cash Management Agreement (including the Net Liquidation
      Proceeds After Debt Service) be deposited into the Mezzanine Deposit Account
      maintained in accordance with the Mezzanine Cash Management Agreement.
      Disbursements from the Mezzanine Deposit Account will be made in accordance
      with
      the terms and conditions of the Mezzanine Cash Management
      Agreement.

     

    ARTICLE
      4  

     

    


     

    ESCROW
      AND RESERVE REQUIREMENTS

     

    Section
      4.01  Creation
      and Maintenance of Escrows and Reserves.

     

    (a)  Control
      of Reserve Accounts.
      On the
      Closing Date, each of the Reserve Accounts shall be established by Lender.
      Each
      Reserve Account required under this Agreement shall be an Eligible Account.
      Each
      Reserve Account shall be under the sole dominion and control of Lender, and
      Borrower shall not have any right to withdraw funds from a Reserve Account.
      Upon
      the occurrence of an Event of Default, Lender may, subject to Section 4.01(h)
      hereof, in addition to any and all other rights and remedies available to
      Lender, apply any sums then present in any or all of the Reserve Accounts to
      the
      payment of the Debt in any order as determined by Lender in its sole
      discretion.

     

    (b)  Funds
      Dedicated to Particular Purpose.
      Funds
      held in a Reserve Account are not to be used to fund Reserve Items or expenses
      contemplated by a different Reserve Account, and Borrower may not use and Lender
      shall have no obligation to apply funds from one Reserve Account to pay for
      Reserve Items or expenses contemplated by another Reserve Account. For example,
      (i) funds held in the Tax Escrow Account shall not be used to pay for
      FF&E Expenditures; and (ii) funds held in the FF&E Reserve Account
      shall not be used to pay for Insurance Premiums.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Release
      of Reserves Upon Payment of Debt.
      Upon
      payment in full of the Loan, Lender shall disburse to Borrower all unapplied
      funds held by Lender in the Reserve Accounts pursuant to this Agreement, subject
      to the rights of Mortgage Borrower to such unapplied funds pursuant to the
      Mortgage Loan Documents.

     

    (d)  No
      Obligation of Lender.
      Nothing
      in this Agreement shall: (i) make Lender responsible for making or
      completing any Reserve Item; (ii) require Lender to advance, disburse
      or
      expend funds in addition to funds then on deposit in the related Reserve Account
      to make or complete any Reserve Item; or (iii) obligate Lender to demand
      from Borrower additional sums to make or complete any Reserve Item.

     

    (e)  No
      Waiver of Default.
      No
      disbursements made from a Reserve Account at the time when a Borrower default
      or
      Event of Default has occurred and is then continuing shall be deemed a waiver
      or
      cure by Lender of that default or Event of Default, nor shall Lender’s rights
      and remedies by prejudiced in any manner thereby.

     

    (f)  Insufficient
      Amounts in a Reserve Account.
      Notwithstanding that Lender has the right to require Borrower or cause Mortgage
      Borrower to pay any deficiency in a Reserve Account if Lender reasonably
      determines that amounts in a Reserve Account are insufficient, the insufficiency
      of funds in a Reserve Account, or Lender’s application of funds in a Reserve
      Account following an Event of Default other than for funding of the Reserve
      Items, shall not relieve Borrower from its obligation to perform in full each
      of
      its: (i) obligations and covenants under this Agreement;
      (ii) agreements or covenants with tenants under the Leases (if any);
      and
      (iii) agreements with leasing agents.

     

    (g)  Investment
      of Funds.
      All or
      a portion of any amounts in the Reserve Accounts shall, so long as no Event
      of
      Default has occurred, be invested and reinvested by Lender in accordance with
      written instructions delivered by Borrower (subject to Mortgage Borrower’s
      rights under the Cash Management Agreement), or after an Event of Default has
      occurred, by Lender, in one or more Permitted Investments (subject to the
      availability of such Permitted Investments), provided, however,
      that:

     

    (i)  the
      maturity of the Permitted Investments on deposit therein shall be at the
      discretion of Borrower, but in any event no later than the Business Day of
      or
      immediately preceding the date on which such funds are reasonably expected
      to be
      required to be withdrawn therefrom pursuant to this Agreement and the Mezzanine
      Cash Management Agreement;

     

    (ii)  after
      an
      Event of Default has occurred, Borrower shall not have any right to direct
      investment of the balance in any Reserve Account;

     

    (iii)  all
      such
      Permitted Investments shall be held in the name of Lender or its servicer and
      shall be credited to the applicable Reserve Account; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (iv)  if
      no
      written investment direction is provided to Lender by Borrower, Lender may
      at
      Lender’s option invest any balance in each such Reserve Account in such
      Permitted Investments as may be selected by Lender. 

     

    Lender
      shall have no liability for any loss in investments of funds in any Reserve
      Account that are invested in Permitted Investments and no such loss shall affect
      Borrower’s obligation to fund, or liability for funding, any Reserve Account.
      All interest paid or other earnings on funds deposited into any Reserve Account
      hereunder shall be deposited into such Reserve Account. Borrower shall include
      all earnings on the Reserve Accounts as income of Borrower for federal and
      applicable state tax purposes. If no written investment direction is provided
      to
      Lender by Borrower, Lender may at its option invest such amounts in a Permitted
      Investment selected by Lender. 

     

    (h)  Event
      of Default.
      After
      an Event of Default has occurred, Borrower shall not be permitted to direct
      Lender or any other Person to make any withdrawal(s) from any of the Cash
      Management Account or any Reserve Account and Lender, in Lender’s sole and
      absolute discretion, may liquidate any Permitted Investments of the amount
      on
      deposit in such accounts and/or withdraw and use such amounts on deposit in
      such
      accounts to make payments in accordance with Section 2.04(f), provided,
      however, while an Event of Default exists, Lender agrees that (i) any amounts
      on
      deposit in the Tax Escrow Account shall be used to pay any applicable Taxes
      prior to the date when delinquent, (ii) any amounts on deposit in the Ground
      Rents Escrow Account shall be used to pay any Ground Rents when due under the
      Ground Lease and (iii) any amount on deposit in the Advance Bookings Reserve
      Account that is unearned by Borrower shall be held by Lender and applied to
      the
      Advance Bookings to which it relates and any amount on deposit in the Advance
      Bookings Reserve Account that is refundable by Borrower shall be refunded by
      Lender to the Person entitled to such refund. Nothing contained in
      Section 2.04(f) or this Section 4.01(h) shall in any way limit
      any
      rights and remedies otherwise available to Lender under this Agreement, the
      other Loan Documents or applicable law upon an Event of Default.

     

    (i)  Waiver.
      Borrower shall be relieved of all its obligation under this Section 4.01,
      provided that and to the extent that Mortgage Borrower satisfies all obligations
      under Section 4.01 of the Mortgage Loan Agreement and Lender receives evidence
      acceptable to it that such obligations have been satisfied.

     

    Section
      4.02  Tax
      Escrow.

     

    (a)  Deposits
      to the Tax Escrow Account.
      Beginning on the first Payment Due Date and on each Payment Due Date thereafter,
      Borrower shall deliver or cause to be delivered to Lender the Monthly Tax
      Deposit. 

     

    (b)  Disbursement
      from Tax Escrow Account.
      Provided amounts in the Tax Reserve Account are sufficient to pay the Taxes
      then
      due and no Event of Default exists, Lender shall pay the Taxes as they become
      due on their respective due dates on behalf of Borrower by applying the funds
      held in the Tax Escrow Account to the payments of Taxes then due. In making
      any
      payment of Taxes, Lender may do so according to any bill, statement or estimate
      obtained from the appropriate public office with respect to Taxes without
      inquiry into the accuracy of such bill, statement or estimate or into the
      validity of any tax, assessment, sale, forfeiture, tax lien or title or claim
      thereof. Any Taxes paid by Lender from the Tax Escrow Account shall be deemed
      to
      be a capital contribution from Borrower to Mortgage Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Surplus
      or Deficiency in Tax Escrow Account.
      If
      amounts on deposit in the Tax Escrow Account collected for an annual tax period
      exceed the Taxes actually paid during such tax period, Lender shall, in its
      discretion, return the excess to Borrower or credit the excess against the
      payments Borrower is to make to the Tax Escrow Account for the next tax period.
      If amounts on deposit in the Tax Escrow Account collected for an annual tax
      period are insufficient to pay the Taxes actually due during such tax period,
      Lender shall notify Borrower of the deficiency and, within ten (10)
      days
      thereafter, Borrower shall deliver to Lender such deficiency amount. If,
      however, Borrower receives notice of any such deficiency on a date that is
      within ten (10) days prior to the date that Taxes are due, Borrower
      will
      deposit or cause to be deposited the deficiency amount within one (1)
      business day after its receipt of such deficiency notice.

     

    (d)  Changes
      in Amount of Taxes Due; Changes in the Monthly Tax Deposit.
      Borrower shall notify Lender immediately of any changes to the amounts,
      schedules and instructions for payment of any Taxes of which it has or obtains
      knowledge and authorizes Lender or its agent to obtain the bills for Taxes
      directly from the appropriate taxing authority. If the amount due for Taxes
      shall increase and Lender reasonably determines that amounts on deposit in
      the
      Tax Escrow Account will not be sufficient to pay Taxes due for an annual tax
      period, Lender shall notify Borrower of such determination and of the increase
      needed to the Monthly Tax Deposit. Commencing with the Payment Due Date
      specified in such notice from Lender, Borrower shall make deposits at the
      increased amount of the Monthly Tax Deposit.

     

    (e)  Waiver
      of Deposits to Tax Escrow Account.
      Borrower shall be relieved of all its obligation under this Section 4.02,
      provided that (a) Mortgage Borrower is required to and does make monthly
      deposits to a tax escrow account under the Mortgage Loan and satisfies all
      other
      obligations thereunder and (b) Lender receives evidence acceptable to it of
      the
      making of such deposits and of the payment of all such Taxes.

     

    Section
      4.03  Insurance
      Premium Escrow.

     

    Subject
      to Section 4.08 below:

     

    (a)  Deposits
      to Insurance Premium Escrow Account.
      Beginning on the first Payment Due Date and on each Payment Due Date thereafter,
      Borrower shall deliver to Lender the Monthly Insurance Deposit. 

     

    (b)  Disbursement
      from Insurance Premium Escrow Account.
      Provided amounts in the Insurance Premium Escrow Account are sufficient to
      pay
      the Insurance Premiums then due and no Event of Default exists, Lender shall
      pay
      the Insurance Premiums as they become due on their respective due dates on
      behalf of Borrower by applying funds held in the Insurance Premium Escrow
      Account to the payments of Insurance Premiums then due. In making any payment
      relating to Insurance Premiums, Lender may do so according to any bill,
      statement or estimate procured from the insurer without inquiry into the
      accuracy of such bill, statement or estimate. Any Insurance Premiums paid by
      Lender from the Insurance Premium Escrow Account shall be deemed to be a capital
      contribution from Borrower to Mortgage Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Surplus
      or Deficiency in Insurance Premium Escrow Account.
      If
      amounts on deposit in the Insurance Premium Escrow Account collected for an
      annual period exceed the Insurance Premiums actually paid during such period,
      Lender shall either return such excess to Borrower or credit such excess against
      the payments Borrower is to make to the Insurance Premium Escrow Account for
      the
      next annual period (the determination of which of these two actions Lender
      shall
      take to be made by Lender in its reasonable discretion). If amounts on deposit
      in the Insurance Premium Escrow Account collected for an annual premium period
      are insufficient to pay the Insurance Premiums actually due during such annual
      period Lender shall notify Borrower of the deficiency and, within ten (10)
      days thereafter, Borrower shall deliver to Lender such deficiency amount. If,
      however, Borrower receives notice of any such deficiency on a date that is
      within ten (10) days prior to the date that Insurance Premiums are due,
      Borrower will deposit the deficiency amount within one (1) business
      day
      after its receipt of such deficiency notice.

     

    (d)  Changes
      in Insurance Premium Amounts; Change in Monthly Deposit Amount.
      Borrower shall notify Lender promptly of any changes to the amounts, schedules
      and instructions for payment of any Insurance Premiums of which it has or
      obtains knowledge and authorizes Lender or its agent to obtain the bills for
      the
      Insurance Premiums directly from the insurance provider or its agent. If the
      amount due for Insurance Premiums shall increase and Lender reasonably
      determines that amounts on deposit in the Insurance Premium Escrow Account
      will
      not be sufficient to pay the Insurance Premiums, Lender shall notify Borrower
      of
      such determination and of the increase needed to the Monthly Insurance Deposit.
      Commencing with the Payment Due Date specified in such notice from Lender,
      Borrower shall make deposits at the increased amount of the Monthly Insurance
      Deposit.

     

    (e)  Waiver
      of Deposits to Insurance Premium Escrow Account.
      Borrower shall be relieved of all its obligation under this Section 4.03,
      provided that (a) Mortgage Borrower is required to and does make monthly
      deposits to an insurance escrow account under the Mortgage Loan and satisfies
      all other obligations thereunder and (b) Lender receives evidence
      acceptable to it of the making of such deposits and of the payment of all such
      Insurance Premiums.

     

    Section
      4.04  Ground
      Rents Escrow.

     

    (a)  Deposits
      to the Ground Rents Escrow.
      Beginning on the first Payment Due Date and on each Payment Due Date thereafter,
      Borrower shall deliver to Lender the Monthly Ground Rent Deposit. 

     

    (b)  Disbursement
      from Ground Rents Escrow.
      Provided amounts in the Ground Rents Escrow are sufficient to pay the Ground
      Rents then due under the Ground Lease and no Event of Default exists, Lender
      shall pay the Ground Rents under the Ground Lease as they become due on their
      respective due dates on behalf of Borrower by applying the funds held in the
      Ground Rents Escrow to the payments of Ground Rents then due. In making any
      payments under the Ground Lease, Lender may do so according to any bill,
      statement or estimate obtained from the Ground Lessor (as defined in the
      Security Instrument) with respect to Ground Rents without inquiry into the
      accuracy of such bill, statement or estimate or into the validity thereof.
      Any
      Ground Rents paid by Lender from the Ground Rents Escrow Account shall be deemed
      to be a capital contribution from Borrower to Mortgage Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  Surplus
      or Deficiency in Ground Rents Escrow.
      If
      amounts on deposit in the Ground Rents Escrow collected for any calendar year
      exceed Ground Rents actually paid during such calendar year, Lender shall,
      in
      its discretion, return the excess to Borrower or credit the excess against
      the
      payments Borrower is to make to the Ground Rents Escrow for the next twelve
      month period. If amounts on deposit in the Ground Rents Escrow collected for
      any
      calendar year are insufficient to pay Ground Rents actually due during such
      calendar year, Lender shall notify Borrower of the deficiency and, within ten
      (10) days thereafter, Borrower shall deliver to Lender such deficiency amount.
      If, however, Borrower receives notice of any such deficiency on a date that
      is
      within ten (10) days prior to the date that any Ground Rents are due, Borrower
      will deposit the deficiency amount within one (1) business day after its receipt
      of such deficiency notice.

     

    (d)  Changes
      in Ground Rents Due; Changes in the Monthly Ground Rent Deposit.
      Borrower shall notify Lender immediately of any changes to the amounts,
      schedules and instructions for payment of any obligations due under the Ground
      Lease of which it has or obtains knowledge and authorizes Lender or its agent
      to
      obtain the bills for Ground Rents directly from the Ground Lessor. If the amount
      due for Ground Rents shall increase and Lender determines that amounts on
      deposit and to be deposited in the Ground Rents Escrow will not be sufficient
      to
      pay Ground Rents due for a twelve month period, Lender shall notify Borrower
      of
      such determination and of the increase needed to the Monthly Ground Rent
      Deposit. Commencing with the next Payment Due Date following such notice from
      Lender, Borrower shall make deposits at the increased amount of the Monthly
      Ground Rent Deposit.

     

    (e)  Waiver
      of Deposits to Ground Rents Escrow Account.
      Borrower shall be relieved of all its obligation under this Section 4.04,
      provided that (a) Mortgage Borrower is required to and does make monthly
      deposits to an insurance escrow account under the Mortgage Loan and satisfies
      all other obligations thereunder and (b) Lender receives evidence
      acceptable to it of the making of such deposits and of the payment of all such
      Ground Rents.

     

    Section
      4.05  FF&E
      Reserve Account.

     

    Subject
      to Section 4.08 below:

     

    (a)  FF&E
      Reserve Generally.
      Amounts
      in the FF&E Reserve Account are to be used for the purpose of funding the
      FF&E Expenditures, which Borrower covenants and agrees to cause Mortgage
      Borrower to perform (or to cause Property Manager to perform) in accordance
      with
      the terms of this Agreement.

     

    (b)  Deposits
      to the FF&E Reserve Account.
      Beginning on the first Payment Due Date on which a Marriott Management Period
      no
      longer exists and on each Payment Due Date thereafter, Borrower shall pay to
      Lender (or cause Property Manager to pay to Lender) for deposit to the FF&E
      Reserve Account, an amount equal to the greater of: (i) the amount required
      to be deposited under any Property Management Contracts then in effect as a
      reserve for FF&E Expenditures for the second full calendar month or
      Accounting Period (as applicable) prior to the Payment Due Date in question;
      and
      (ii) an amount equal to four and one-half percent (4.5%) of the
      Operating Income for the second full calendar month prior to the Payment Due
      Date in question (e.g., 4.5% of Operating Income for February will be deposited
      during the month of April) (all such amounts so deposited shall hereinafter
      be
      referred to collectively as the “FF&E
      Funds”).
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Disbursements
      from the FF&E Reserve Account.
      Lender
      shall make disbursements of amounts on deposit in the FF&E Reserve Account
      upon Borrower’s performance, to Lender’s reasonable satisfaction, of all
      conditions to disbursement set forth in Article 5 of this Agreement. Any
      FF&E Funds paid by Lender from the FF&E Reserve Account shall be deemed
      to be a capital contribution from Borrower to Mortgage Borrower.

     

    (d)  Waiver
      of Deposits to FF&E Reserve Account.
      Borrower shall be relieved of all its obligation under this Section 4.05,
      provided that (a) Mortgage Borrower is required to and does make monthly
      deposits to an FF&E reserve account under the Mortgage Loan and satisfies
      all other obligations thereunder and (b) Lender receives evidence
      acceptable to it of the making of such deposits and of the payment of all such
      FF&E Funds.

     

    Section
      4.06  Advance
      Bookings Reserve Account. 

     

    (a)  Deposits
      to the Advance Bookings Reserve Account.
      Beginning on the first Payment Due Date upon which a Marriott Management Period
      no longer exists and on each Payment Due Date thereafter, Borrower shall pay
      to
      Lender as a deposit to the Advance Bookings Reserve Account, an amount equal
      to
      the amount, if any, by which the aggregate of all then unearned or otherwise
      refundable Advance Bookings Deposits (as set forth on the then most recent
      Advance Bookings Reserve Statement) are in excess of the balance then on deposit
      in the Advance Bookings Reserve Account (all such amounts so deposited on the
      Closing Date and thereafter shall hereinafter be referred to collectively as
      the
“Advance
      Bookings Reserve Funds”).

     

    (b)  Disbursements
      from the Advance Bookings Reserve Account.
      In the
      event that, on any Payment Due Date upon which a Marriott Management Period
      no
      longer exists, the balance on deposit in the Advance Bookings Reserve Account
      is
      greater than the aggregate of all then unearned or otherwise refundable Advance
      Bookings Deposits (as set forth on the then most recent Advance Bookings Reserve
      Statement), then Lender shall disburse the difference into the Lockbox Account
      for application as set forth in the Lockbox Account Agreement. Any Advance
      Bookings Reserve Funds paid by Lender from the Advance Bookings Reserve Account
      shall be deemed to be a capital contribution from Borrower to Mortgage
      Borrower.

     

    (c)  Reassessment
      of Required Deposit.
      If at
      any time Lender reasonably determines that the Advance Bookings Reserve Funds
      then on deposit in the Advance Bookings Reserve Account are less than the
      aggregate of all then unearned or otherwise refundable Advance Bookings
      Deposits, Lender may, if a Marriott Management Period no longer exists, notify
      Borrower of such determination and of the amount estimated by Lender to make-up
      such deficiency as reasonably determined by Lender. Within ten (10)
      days
      after such notice from Lender, Borrower shall deliver (or cause to be delivered)
      the deficiency amount to Lender, and Lender shall deposit the same in the
      Advance Bookings Reserve Account and hold and administer same in accordance
      with
      this Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Waiver
      of Deposits to Advance Bookings Reserve Account.
      Borrower shall be relieved of all its obligation under this Section 4.06,
      provided that (a) Mortgage Borrower is required to and does make monthly
      deposits to an advance bookings reserve account under the Mortgage Loan and
      satisfies all other obligations thereunder and (b) Lender receives evidence
      acceptable to it of the making of such deposits and of the payment of all such
      Advance Bookings Reserve Funds.

     

    Section
      4.07  Seasonal
      Reserve Account.

     

    (a)  Deposits
      into the Seasonal Reserve Account.
      On each
      Payment Due Date occurring in a Seasonal Reserve Deposit Month, except for
      any
      such Payment Due Date which occurs during a Marriott Management Period, Borrower
      shall pay to Lender as a deposit to the Seasonal Reserve Account, an amount
      equal to the lesser of (i) an amount reasonably determined by Lender
      as
      sufficient, when aggregated with all other deposits expected to be made into
      the
      Seasonal Reserve Account in other Seasonal Reserve Deposit Months, to fund
      projected shortfalls in cash flow available to pay debt service on the Loan
      and
      Operating Expenses (to the extent not paid directly by the Property Manager)
      and
      to make required deposits into the other Reserves during Seasonal Reserve
      Withdrawal Months, and (ii) all available cash flow from the Property
      after
      payment of debt service on the Loan and Operating Expenses (to the extent not
      paid directly by the Property Manager) and after making required deposits into
      the other Reserves, such Seasonal Reserve Account to be maintained for the
      purpose of establishing and maintaining a reserve to pay debt service on the
      Loan, make required deposits into other Reserves and pay Operating Expenses
      (all
      such amounts so deposited shall hereinafter be referred to collectively as
      the
“Seasonal
      Reserve Funds”).

     

    (b)  Disbursements
      from the Seasonal Reserve Account.
      In the
      event that, on any Payment Due Date upon which a Marriott Management Period
      no
      longer exists, the balance on deposit in the Lockbox Account (after application
      of the same in accordance with the Lockbox Account Agreement) is insufficient
      to
      pay debt service on the Loan and Operating Expenses (to the extent not paid
      directly by the Property Manager) and to make required deposits into the other
      Reserves, then so long as no Default or Event of Default exists at the time
      of
      any requested distribution of funds from the Seasonal Reserve Account, Lender
      shall, at Borrower’s request, disburse from the Seasonal Reserve Account into
      the Lockbox Account an amount equal to such deficiency for application as set
      forth in the Lockbox Account Agreement, provided each of the following terms
      and
      conditions shall have been satisfied: (i) all Seasonal Reserve Funds
      released by Lender into the Lockbox Account shall be used to pay or reimburse
      Borrower for payment of debt service on the Loan, to make required deposits
      into
      the Reserves and to pay Operating Expenses (to the extent not paid directly
      by
      the Property Manager) (in the order set forth in the Lockbox Account Agreement);
      (ii) all requests by Borrower for a disbursement of Seasonal Reserve
      Funds
      shall be in writing and shall not be made more frequently than once per month;
      (iii) such disbursement shall not exceed debt service, Reserve deposits
      and
      Operating Expenses, as applicable, (incurred pursuant to the Approved Budget)
      payable in the applicable month; (iv) unless otherwise approved by Lender,
      funds shall be disbursed from the Seasonal Reserve Account only during Seasonal
      Reserve Disbursement Months; and (v) Borrower shall provide such evidence
      as Lender may reasonably request regarding the use of such funds. If an Event
      of
      Default exists, Lender may apply the Seasonal Reserve Funds, together with
      any
      interest accrued thereon, to reduce the amounts owed by Borrower under the
      Loan
      in such order and priority as Lender may determine. Any Seasonal Reserve Funds
      paid by Lender from the Seasonal Reserve Account shall be deemed to be a capital
      contribution from Borrower to Mortgage Borrower.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Reassessment
      of Required Deposit.
      If at
      any time Lender reasonably determines that the Seasonal Reserve Funds will
      not
      be sufficient to pay debt service on the Loan and Operating Expenses and to
      make
      required deposits into the other Reserves in the applicable months, Lender
      may
      notify Borrower of such determination and of the amount estimated by Lender
      to
      make-up such deficiency as reasonably determined by Lender based upon changes
      in
      circumstances. Within ten (10) days after such notice from Lender, Borrower
      shall deliver the deficiency amount to Lender, and Lender shall deposit in
      the
      Seasonal Reserve Account and hold and administer same in accordance with this
      Agreement; provided, however, that in no event shall Borrower be required to
      deposit amounts under this Section 4.07(c) in excess of the amount of
      all
      available cash flow from the Property after payment of debt service on the
      Loan
      and Operating Expenses (to the extent not paid directly by the Property Manager)
      and after making required deposits into the other Reserves.

     

    (d)  Waiver
      of Deposits to Seasonal Reserve Account.
      Borrower shall be relieved of all its obligation under this Section 4.07,
      provided that (a) Mortgage Borrower is required to and does make monthly
      deposits to a seasonal reserve account under the Mortgage Loan and satisfies
      all
      other obligations thereunder and (b) Lender receives evidence acceptable
      to
      it of the making of such deposits and of the payment of all such Seasonal
      Reserve Funds.

     

    Section
      4.08  Waiver
      of Certain Reserve Requirements.

     

    Notwithstanding
      anything to the contrary set forth above in this Article 4, so long as a
      Marriott Management Period is continuing, then:

     

    (a)  Provided
      Property Manager accrues for Insurance Premiums in accordance with the Property
      Management Contracts, Borrower shall have no obligation to deposit any amounts
      into the Insurance Premium Escrow Account pursuant to Section 4.03
      above.

     

    (b)  Provided
      Property Manager maintains reserves in the Marriott FF&E Reserve Account for
      FF&E Expenditures in accordance with the Property Management Contracts,
      Borrower shall have no obligation to deposit any amounts into the FF&E
      Reserve Account pursuant to Section 4.05 above.

     

    (c)  There
      shall be no Monthly Insurance Deposit in respect of coverage under any Qualified
      Insurance Program.

     

    Section
      4.09  Mezzanine
      Debt
      Service Reserve Account.

     

    (a)  Mezzanine
      Debt Service Reserve Generally.
      Amounts
      in the Mezzanine Debt Service Reserve Account are to be held as additional
      Collateral for the Loan until used for the purpose of paying, in full, the
      principal installment (if any), accrued interest due from Borrower on a Payment
      Due Date in accordance with this Agreement.

     

    (b)  Deposits
      to the Mezzanine Debt Service Reserve Account.
      On each
      Payment Due Date, an amount necessary to pay the amount required under Section
      2.03(b), shall be deposited in the Mezzanine Debt Service Reserve Account (all
      such amounts so deposited shall hereinafter be referred to collectively as
      the
“Mezzanine
      Debt Service Reserve Deposits”).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Disbursements
      from the Mezzanine Debt Service Reserve Account.
      Lender
      shall disburse on each Payment Due Date amounts from the Mezzanine Debt Service
      Reserve Account to pay, in full, the installment of interest due under Section
      2.03(b) from Borrower on such Payment Due Date in accordance with this
      Agreement.

     

    Section
      4.10  Cash
      Trap Reserve Account.

     

    (a)  Section
      4.10Cash
      Trap Reserve Generally.
      Amounts
      in the Cash Trap Reserve Account are to be held as additional Collateral for
      the
      Loan and (without limiting Borrower’s obligation to pay the same), used for the
      purpose of paying, in full, the principal installment (if any), accrued interest
      and deposits to Reserve Accounts due from Borrower on a Payment Due Date in
      accordance with Article 4 of this Agreement.

     

    (b)  Deposits
      to the Cash Trap Reserve Account.
      On each
      Payment Due Date during a Cash Trap Period, after all deposits required under
      Article 4 of this Agreement are made and/or applied to the sub-accounts as
      specified in the Cash Management Agreement, all excess funds on deposit in
      the
      Cash Management Account shall be deposited in the Cash Trap Reserve Account
      (all
      such amounts so deposited shall hereinafter be referred to collectively as
      the
“Cash
      Trap Reserve Deposits”).

     

    (c)  Disbursements
      from the Cash Trap Reserve Account.
      Upon
      the occurrence of a Cash Trap Termination Event, the funds on deposit in the
      Cash Trap Reserve Account shall be released to Borrower.

     

    (d)  Borrower
      shall be relieved of all its obligation under this Section 4.10, provided
      that (a) Mortgage Borrower is required to and does make monthly deposits
      to
      a cash trap reserve account under the Mortgage Loan and satisfies all other
      obligations thereunder and (b) Lender receives evidence acceptable to
      it of
      the making of such deposits and of the payment of all such Cash Trap Reserve
      Deposits.

     

    ARTICLE
      5  

     

    


     

    COMPLETION
      OF REPAIRS RELATED TO RESERVE ACCOUNTS;

     

    CONDITIONS
      TO RELEASE OF FUNDS

     

    Section
      5.01  Conditions
      Precedent to Disbursements from Certain Reserve Accounts.

     

    The
      following provisions apply to each request for disbursement from the FF&E
      Reserve Account:

     

    (a)  Disbursement
      only for Completed Repairs.
      Disbursements shall be limited to Reserve Items that are completed and paid
      for
      by Borrower, except to the extent permitted under Section 5.01(b) of
      this
      Agreement. At no time shall Lender be obligated to pay amounts to Borrower
      in
      excess of the current balance in the applicable Reserve Account at the time
      of
      disbursement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Partial
      Completion.
      Lender
      may agree to disburse funds for Reserve Items prior to completion thereof where
      (i) the contractor performing such work requires periodic payments pursuant
      to the terms of its written contract with Borrower and Lender has given its
      prior written approval to such contract, and (ii) the cost of the portion
      of the Reserve Item to be completed under such contract exceeds
      $1,000,000.

     

    (c)  Disbursement
      Request; Maximum Frequency and Amount.
      Borrower shall submit to Lender a Disbursement Request together with such
      additional information as Lender may reasonably request in connection with
      the
      Disbursement Request at least ten (10) business days prior to the date
      on
      which Borrower requests Lender to make a disbursement from a Reserve Account.
      Unless otherwise agreed to by Lender, Borrower may not submit, and Lender shall
      not be required to make, more than one (1) disbursement from each Reserve
      Account during any calendar month. No Disbursement Request shall be made for
      less than $2,500 or the total cost of the Reserve Items, if less.

     

    (d)  No
      Existing Event of Default.
      Lender
      may refuse to make any disbursement if an Event of Default exists as of the
      date
      on which Borrower submits the Disbursement Request or on the date the
      disbursement is actually to be made.

     

    (e)  Responsible
      Officer Certificate.
      Lender
      must receive a certificate, signed by a Responsible Officer of Borrower (and,
      at
      Lender’s option, also signed by Borrower’s project architect or engineer if the
      cost of a single Reserve Item or the aggregate amount of the Disbursement
      Request exceeds $500,000), which certifies that:

     

    (i)  All
      information stated in the Disbursement Request is true and correct in all
      material respects, each attachment to the Disbursement Request is correct and
      complete, and if the attachment is a copy of the original, that it is a true
      and
      an accurate reproduction of the original;

     

    (ii)  Each
      of
      the Reserve Items to be funded in connection with the Disbursement Request
      was
      performed in a good and workmanlike manner and in accordance with all
      Requirements of Law and has been or will be paid in full by
      Borrower;

     

    (iii)  Subject
      to Section 5.03, each party that supplied materials, labor or services
      has
      been or will be paid in full (for the portion for which disbursement is sought
      in the case of disbursements authorized in accordance with Section 5.01(b)
      hereof); and

     

    (iv)  In
      the
      case of disbursements authorized in accordance with Section 5.01(b)
      hereof,
      the materials for which the request are made are on-site at the Property and
      properly secured or have been installed in the Property.

     

    (f)  Inspection
      to Confirm Completion.
      Prior
      to making any disbursement, Lender may require an inspection of the Property,
      performed at Borrower’s expense, to verify completion thereof.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  Absence
      of Liens.
      Lender
      may require that Borrower provide Lender with any or all of the following:
      (i) a written lien waiver acceptable to Lender from each party to be
      paid
      in connection with the Disbursement Request; (ii) a search of title
      to the
      Property effective to the date of the disbursement which shows no Liens other
      than the Permitted Encumbrances; or (iii) an endorsement to the Title
      Insurance Policy which updates the effective date of such policy to the date
      of
      the disbursement and shows no Liens other than the Permitted
      Encumbrances.

     

    (h)  Payment
      of Lender’s Expenses.
      Borrower shall pay all reasonable expenses incurred by Lender in processing
      Borrower’s Disbursement Request including, without limitation, any inspection
      costs (whether performed by Lender or an independent inspector selected by
      Lender) and reasonable legal fees and expenses.

     

    (i)  Other
      Items Lender Deems Necessary.
      Lender
      shall have received such other evidence as Lender reasonably requests in
      connection with its confirmation that each Reserve Item to be paid in connection
      with the Disbursement Request has been completed or performed in accordance
      with
      the terms of this Agreement.

     

    (j)  Other
      Insurance.
      In
      addition to any insurance required under the Loan Documents, Borrower shall
      provide or cause to be provided workmen’s compensation insurance, builder’s
      risk, and public liability insurance and other insurance to the extent required
      under applicable law in connection with any Reserve Items. Evidence of such
      insurance shall be promptly provided by Borrower upon request by
      Lender.

     

    Section
      5.02  Waiver
      of Conditions to Disbursement.

     

    No
      waiver
      given by Lender of any condition precedent to disbursement from a Reserve
      Account shall preclude Lender from requiring that such condition be satisfied
      prior to making any other disbursement from a Reserve Account.

     

    Section
      5.03  Intentionally
      Omitted. 

     

    Section
      5.04  Performance
      of Reserve Items.

     

    (a)  Performance
      of Reserve Items.
      Borrower shall complete or cause Mortgage Borrower to complete each Reserve
      Item
      in a good and workmanlike manner, using only new materials of the same or better
      quality than that being replaced. All Reserve Items shall be performed in
      accordance with, and upon completion shall comply with, all Requirements of
      Law
      (including without limitation obtaining and maintaining in effect all necessary
      permits and governmental approvals) and all applicable insurance
      requirements.

     

    (b)  Entry
      onto Property.
      In
      order to perform inspections or, following an Event of Default, to complete
      Reserve Items which Borrower has failed to perform or failed to cause Mortgage
      Borrower to perform, Borrower shall cause Mortgage Borrower to grant to Lender
      and its agents the right, from time to time, to enter onto the
      Property.

     

    (c)  Lender
      Remedy for Failure to Perform.
      In
      addition to Lender’s remedies following an Event of Default, Borrower
      acknowledges that Lender shall have the right (but not the obligation) to
      complete or perform the Reserve Items for which amounts have been reserved
      under
      this Agreement and for such purpose, Borrower hereby appoints Lender its
      attorney-in-fact with full power of substitution (and which shall be deemed
      to
      be coupled with an interest and irrevocable until the Loan is paid in full
      and
      the Security Instrument is discharged of record, with Borrower hereby ratifying
      all that its said attorney shall do by virtue thereof): (i) to complete
      or
      undertake such work in the name of Borrower; (ii) to proceed under existing
      contracts or to terminate existing contracts (even where a termination penalty
      may be incurred) and employ such contractors, subcontractors, watchman, agents,
      architects and inspectors as Lender’ determines necessary or desirable for
      completion of such work; (iii) to make any additions, changes and
      corrections to the scope of the work as Lender deems necessary or desirable
      for
      timely completion; (iv) to pay, settle or compromise all existing bills
      and
      claims which are or may become Liens against the Property or as may be necessary
      or desirable for completion of such work; (v) to execute all applications
      and certificates in the name of Borrower which may be required to obtain permits
      and approvals for such work or completion of such work; (vi) to prosecute
      and defend all actions or proceedings in connection with the repair or
      improvements to the Property; and (vii) to do any and every act which
      Borrower might do in its own behalf to fulfill the terms of Borrower’s
      obligations under this Agreement. Lender will not exercise such power of
      attorney unless an Event of Default exists. Amounts expended by Lender which
      exceed amounts held in the Reserve Accounts shall be added to the Maximum Loan
      Amount, shall be immediately due and payable, and shall bear interest at the
      Default Rate from the date of disbursement until paid in full.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      6  

     

    


     

    LOAN
      SECURITY AND RELATED OBLIGATIONS

     

    Section
      6.01  Pledge
      Agreement.

     

    Payment
      of the Loan and performance of the Obligations shall be secured, inter alia,
      by
      the Pledge Agreement. Borrower shall execute at closing the Pledge Agreement
      and
      abide by its obligations thereunder.

     

    Section
      6.02  Subordination
      of Property Management Contracts.

     

    Borrower,
      Mortgage Borrower and the Property Manager shall execute at closing the
      Subordination of Property Management Contracts and abide by their respective
      obligations thereunder.

     

    Section
      6.03  Assignment
      of Rate Cap Agreement.

     

    Borrower
      shall execute and deliver on the Closing Date the assignment and consent with
      respect to the Rate Cap as are contemplated by Section 2.07 of this
      Agreement and abide by its obligations thereunder.

     

    Section
      6.04  Intentionally
      Deleted.

     

    


     

    Section
      6.05  Pledge
      as Property; Grant of Security Interest.

     

    As
      security for payment of the Loan and performance by Borrower of all Obligations,
      to the extent the Reserve Account obligations have not been waived under the
      provisions of Article 4 of this Agreement, Borrower hereby pledges, assigns,
      sets over and transfers to Lender, and grants to Lender a continuing security
      interest in and to: (a) each of the Reserve Accounts, the Marriott FF&E
      Reserve Account and the Mezzanine Deposit Account, (b) all funds and
      monies
      from time to time deposited or held in each of the Reserve Accounts, the
      Marriott FF&E Reserve Account and the Mezzanine Deposit Account, and
      (c) all interest accrued, if any, with respect to the Reserve Accounts,
      the
      Marriott FF&E Reserve Account and the Mezzanine Deposit Account; provided
      that Lender shall make disbursements from each of the Reserve Accounts when,
      as
      and to the extent required by this Agreement and shall cause or permit amounts
      on deposit in the Marriott FF&E Reserve Account and the Mezzanine Deposit
      Account to be applied in accordance with the terms and provisions of this
      Agreement, the Marriott FF&E Account Control Agreement and the Mezzanine
      Deposit Agreement. The parties agree that each of the Reserve Accounts, the
      Marriott FF&E Reserve Account and the Mezzanine Deposit Account is a
“deposit account” within the meaning of Article 9 of the UCC, that each of the
      Reserve Accounts, the Marriott FF&E Reserve Account and the Mezzanine
      Deposit Account is a "securities account" within the meaning of Article 8 of
      the
      UCC and that this Agreement also constitutes a “security agreement” within the
      meaning of Article 9 of the UCC. Borrower shall not, without Lender’s prior
      written consent, further pledge, assign, transfer or grant any security interest
      in any of the Reserve Accounts, the Marriott FF&E Reserve Account or the
      Mezzanine Deposit Account nor permit any Lien to attach thereto, except as
      may
      be created in favor of Lender in connection with the Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      6.06  Environmental
      Indemnity Agreement.

     

    Borrower
      and the Guarantor will be required to execute at closing the Environmental
      Indemnity and to abide by their obligations thereunder.

     

    Section
      6.07  Guaranty.

     

    Guarantor
      will be required to execute at closing the Guaranty of Exceptions to Nonrecourse
      Liability and to abide by its obligations thereunder.

     

    ARTICLE
      7  

     

    


     

    SINGLE
      PURPOSE ENTITY REQUIREMENTS

     

    Section
      7.01  Commitment
      to be a Single Purpose Entity.

     

    Borrower
      represents, warrants and covenants to Lender as follows:

     

    (a)  Each
      of
      Borrower and Mortgage Borrower has at all times since its formation been a
      Single Purpose Entity, is a Single Purpose Entity and will continue to be a
      Single Purpose Entity at all times until the Loan has been paid in
      full.

     

    (b)  The
      Organizational Chart attached to this Agreement is true, complete and correct
      as
      of the date hereof.

     

    (c)  All
      of
      the factual assumptions made in the non-consolidation legal opinion delivered
      by
      Borrower’s counsel to Lender, of even date herewith, are true and correct in all
      respects.

     

    (d)  The
      “single purpose entity” provisions included in the organizational documents of
      Borrower and Mortgage Borrower shall not, without Lender’s prior written
      consent, be amended, rescinded or otherwise revoked until the Loan has been
      paid
      in full.

     

    (e)  (i) Prior
      to the withdrawal or the disassociation of Parent from Borrower, Borrower shall
      immediately appoint a new managing member whose organizational documents are
      substantially similar to those of the Parent and, if an opinion letter
      pertaining to substantive consolidation was required at closing, deliver a
      new
      substantive non-consolidation opinion letter with respect to the new managing
      member of Borrower and its equity owners which is acceptable in all respects
      to
      Lender and to the Rating Agencies if a Securitization has occurred; and
      (ii) prior to the withdrawal or the disassociation of Borrower from
      Mortgage Borrower, Borrower shall cause Mortgage Borrower to immediately appoint
      a new managing member whose organizational documents are substantially similar
      to those of Borrower and, if an opinion letter pertaining to substantive
      consolidation was required at closing, deliver a new substantive
      non-consolidation opinion letter with respect to the new managing member of
      Mortgage Borrower and its equity owners which is acceptable in all respects
      to
      Lender and to the Rating Agencies if a Securitization has occurred. (The
      requirements of the foregoing subsections (i) and (ii) shall not be construed
      to
      permit a Transfer in violation of Article 10.)

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)  (i) Neither
      Borrower (with the exception of the Collateral) nor Mortgage Borrower (with
      the
      exception of the Property and the Equity Interest in Lessee) has owned any
      interest in any property, (ii) Neither Borrower nor Mortgage Borrower
      is
      currently liable for any indebtedness or obligations and, upon closing of the
      Loan, the Prior Loan will be fully satisfied with the proceeds of the Loan
      and
      Mortgage Borrower shall not have any continuing liability, actual or contingent
      with respect thereto except for customary contingent liabilities relating to
      environmental and similar typical post-payoff contingent liabilities,
      (iii) Neither Borrower nor Mortgage Borrower has any contingent liability
      for any environmental noncompliance or contamination or any other material
      actual or contingent liabilities, (iv) Borrower has provided Lender
      with
      true, correct and complete copies of Borrower’s and Mortgage Borrower’s current
      (and since the date of inception of each) financial statements and with true,
      correct and complete copies of all environmental reports in Borrower’s and
      Mortgage Borrower’s possession concerning the Property, and (v) Borrower’s
      certifications and statements set forth in the certificates attached hereto
      as
Exhibit E
      are true
      and correct.

     

    (g)  For
      the
      period from December 21, 2000 to the date of this Agreement, Mortgage Borrower
      has complied with the “special purpose entity” provisions of its organizational
      documents.

     

    (h)  None
      of
      Desert Ridge Resort, Ltd., the limited partners of Desert Ridge Resort, Ltd.,
      DRR Partners, Inc., nor the equity holders of DRR Partners, Inc. is Controlled
      by, in Control of, or under common Control with any CNL Entity.

     

    Section
      7.02  Definition
      of Single Purpose Entity.

     

    (a)  Borrower
      Criteria.
      With
      respect to Borrower, a “Single
      Purpose Entity”
      means a
      limited liability company which, at all times since its formation and
      thereafter:

     

    (i)  has
      not
      engaged, and shall not engage, in any business or activity other than with
      respect to the ownership of (A) the related Pledged Company Interests and (B)
      incidental personal property necessary for the ownership of such
      interests;

     

    (ii)  has
      not
      owned and shall not acquire or own any assets other than the related Pledge
      Company Interests and will conduct and operate its business as presently
      conducted and operated;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  shall
      not, to the fullest extent permitted by law, engage in, seek or consent to,
      any
      dissolution, winding up, liquidation, consolidation, merger, asset sale, or
      amendment of the certificate of formation or the limited liability company
      agreement;

     

    (iv)  shall
      have a board of directors that shall have, the irrevocable authority to act
      on
      the matters which are the subject of the requirements set forth in
      Section 7.02(a)(xxviii);

     

    (v)  Intentionally
      Deleted;

     

    (vi)  shall
      not
      incur, any debt, secured or unsecured, direct or contingent (including, without
      limitation, guaranteeing any obligation), other than the Debt;

     

    (vii)  shall
      not
      fail to correct any known misunderstanding regarding its separate
      identity;

     

    (viii)  shall
      maintain its accounts, books and records separate from any other
      Person;

     

    (ix)  shall
      maintain its books, records, resolutions and agreements as official
      records;

     

    (x)  shall
      not
      commingle its funds or assets with those of any other Person and Borrower has
      held, and shall hold, its assets in its own name;

     

    (xi)  shall
      conduct its business in its own name;

     

    (xii)  shall
      maintain its accounting records and other entity documents separate from any
      other Person;

     

    (xiii)  shall
      prepare separate tax returns and financial statements, or if part of a
      consolidated group, Borrower has been shown, and will be shown, as a separate
      member of such group and, with respect to financial statements, such will
      include an appropriate notation indicating that Borrower’s assets and credit are
      not available to satisfy the debts of such other consolidated
      entities;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (xiv)  shall
      pay
      its own liabilities and expenses out of its own funds and assets;

     

    (xv)  will
      observe all limited liability company formalities and record keeping necessary
      to conduct its business and maintain its existence as a legally distinct
      entity;

     

    (xvi)  shall
      not
      assume, guarantee or become obligated for, the debts of any other Person and
      has
      not held out, and shall not hold out, its credit as being available to satisfy
      the obligations of any other Person; 

     

    (xvii)  except
      for the Pledged Company Interests, shall not acquire obligations or securities
      of any Person;

     

    (xviii)  shall
      allocate, fairly and reasonably, the costs associated with common employees
      and
      any overhead for shared office space and Borrower shall use, separate
      stationery, invoices and checks;

     

    (xix)  shall
      not
      pledge its assets to secure the obligations of any other Person;

     

    (xx)  shall
      hold itself out and identify itself as, a separate and distinct entity under
      its
      own name and not as a division or part of any other Person;

     

    (xxi)  shall
      not
      make loans to any Person;

     

    (xxii)  shall
      not
      identify its member(s) or any SPE Affiliates of its member(s) as a division
      or
      part of it;

     

    (xxiii)  shall
      not
      enter into or be a party to any transaction with its member(s) or any SPE
      Affiliates of its members, except in the ordinary course of its business
      pursuant to written agreements and on terms intrinsically fair and no less
      favorable to it than obtainable in a comparable arm’s-length transaction with an
      unrelated third party; provided,
      however,
      that
      Borrower may receive equity contributions from Parent;

     

    (xxiv)  shall
      have a board of directors that has considered, and shall consider, to the
      fullest extent permitted by law, including Section 18-1101(c) of the
      Act,
      the interests of the creditors of Borrower in connection with all company
      action;

     

    (xxv)  shall
      pay
      the salaries of its own employees and has maintained, and shall maintain a
      sufficient number of employees in light of its contemplated business
      operations;

     

    (xxvi)  shall
      maintain adequate capital in light of its contemplated business
      operations;

     

    (xxvii)  shall
      maintain at least two Independent Directors on its board of
      directors;

     

    (xxviii)  until
      such time as the Loan has been paid in full or is otherwise completely
      discharged, Borrower shall not be permitted to take any of the following
      actions, without the unanimous affirmative vote of 100% of the members of the
      board of directors, including both Independent Directors: (A) the
      institution of proceedings to have Borrower adjudicated bankrupt or insolvent;
      (B) the consent to the institution of bankruptcy or insolvency proceedings
      against Borrower; (C) the filing of a petition seeking or consenting
      to
      reorganization or relief with respect to Borrower under any applicable federal,
      state or local law relating to bankruptcy; (D) the consent to the
      appointment of a receiver, liquidator, assignee, trustee, sequestrator (or
      other
      similar official) of Borrower or a substantial part of the Property;
      (E) the making of any assignment for the benefit of creditors of Borrower;
      (F) the admission in writing of Borrower’s inability to pay its debts
      generally as they become due; and (G) the taking of any action in
      furtherance of any of the foregoing actions. Borrower nor its Independent
      Directors has taken any of the actions described in this
      Section 7.02(b)(xxviii) prior to the date hereof;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (xxix)  shall
      be
      formed and organized under Delaware law and shall comply with all other Rating
      Agency criteria for single member limited liability companies;

     

    (xxx)  shall
      preserve its existence as an entity duly organized, validly existing and in
      good
      standing under the laws of the jurisdiction of its formation or organization;
      and

     

    (xxxi)  shall
      not
      form, acquire or hold any subsidiary or equity interest in any other entity
      other than its membership interest in Mortgage Borrower.

     

    (b)  Mortgage
      Borrower Criteria.
      With
      respect to Mortgage Borrower, a “Single
      Purpose Entity”
      means a
      limited liability company which, at all times has complied with the covenants
      set forth in Section 7.01(g) and at all times from the date of this Agreement
      and thereafter:

     

    (i)  shall
      not
      engage in any business unrelated to the ownership of the Property;

     

    (ii)  shall
      not
      have any assets other than the Property;

     

    (iii)  shall
      not, to the fullest extent permitted by law, engage in, seek or consent to,
      any
      dissolution, winding up, liquidation, consolidation, merger, asset sale, or
      amendment of the certificate of formation or the limited liability company
      agreement;

     

    (iv)  shall
      have a board of directors that shall have, the irrevocable authority to act
      on
      the matters which are the subject of the requirements set forth in
      Section 7.02(b)(xxviii);

     

    (v)  Intentionally
      Deleted;

     

    (vi)  shall
      not
      incur, any debt, secured or unsecured, direct or contingent (including, without
      limitation, guaranteeing any obligation), other than (A) the Loan,
      (B) customary unsecured trade payables incurred in the ordinary course
      of
      owning and operating the Property provided the same are not evidenced by a
      promissory note, do not exceed, in the aggregate for Lessee and Mortgage
      Borrower, at any time a maximum amount of five percent (5%) of the
      outstanding principal amount of the Loan and are paid within sixty (60)
      days of the date incurred and (C) FF&E financing leases, in each case
      incurred in the ordinary course of business in connection with the financing
      of
      FF&E used on the Property, the payments upon which are made currently and in
      any event prior to delinquency, provided, (i) that the aggregate
      capitalized amount of all such permitted financing leases, in the aggregate
      for
      Lessee and Mortgage Borrower, shall not at any time be in excess of one and
      one-half percent (1.5%) of the outstanding principal amount of the Loan
      or
      require payments aggregating, for Lessee and Mortgage Borrower, in excess of
      $2,000,000.00 in any one calendar year, and (ii) the aggregate outstanding
      amount of (X) all trade payables described in clause (B) above,
      plus
      (Y) the aggregate capitalized amount of all permitted FF&E financing leases,
      shall not at any time be in excess of five percent (5%) of the outstanding
      principal amount of the Loan;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (vii)  shall
      not
      fail to correct any known misunderstanding regarding its separate
      identity;

     

    (viii)  shall
      maintain its accounts, books and records separate from any other
      Person;

     

    (ix)  shall
      maintain its books, records, resolutions and agreements as official
      records;

     

    (x)  other
      than in connection with the performance of Property Manager’s functions under
      the Property Management Contracts as between Lessee, Property Manager and
      Mortgage Borrower, shall not commingle, its funds or assets with those of any
      other Person and Mortgage Borrower has held, and shall hold, its assets in
      its
      own name;

     

    (xi)  shall
      conduct its business in its own name;

     

    (xii)  shall
      maintain its accounting records and other entity documents separate from any
      other Person;

     

    (xiii)  shall
      prepare, separate tax returns and financial statements, or if part of a
      consolidated group, Mortgage Borrower has been shown, and will be shown, as
      a
      separate member of such group and, with respect to financial statements, such
      will include an appropriate notation indicating that Mortgage Borrower’s assets
      and credit are not available to satisfy the debts of such other consolidated
      entities;

     

    (xiv)  except
      as
      Property Manager may access Mortgage Borrower’s funds to pay Mortgage Borrower’s
      expenses under the Property Management Contracts, shall pay its own liabilities
      and expenses out of its own funds and assets;

     

    (xv)  will
      observe all limited liability company formalities and record keeping necessary
      to conduct its business and maintain its existence as a legally distinct
      entity;

     

    (xvi)  except
      for the Owner Agreement, shall not assume, guarantee or become obligated for,
      the debts of any other Person and has not held out, and shall not hold out,
      its
      credit as being available to satisfy the obligations of any other Person other
      than Lessee; 

     

    (xvii)  shall
      not
      acquire obligations or securities of any Person;

     

    (xviii)  shall
      allocate fairly and reasonably, the costs associated with common employees
      and
      any overhead for shared office space and Mortgage Borrower shall use, separate
      stationery, invoices and checks, except to the extent, if any, that Marriott,
      in
      its capacity as property manager of the Property, may, in acting as agent for
      Mortgage Borrower or Lessee, use its own stationery, invoices and checks, as
      management agent for the Property;

     

    (xix)  shall
      not
      pledge its assets to secure the obligations of any other Person;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (xx)  shall
      hold itself out and identify itself as, a separate and distinct entity under
      its
      own name and not as a division or part of any other Person;

     

    (xxi)  shall
      not
      make loans to any Person;

     

    (xxii)  shall
      not
      identify its member(s) or any SPE Affiliates of its member(s) as a division
      or
      part of it;

     

    (xxiii)  shall
      not
      enter into or be a party to any transaction with its member(s) or any SPE
      Affiliates of its members, except in the ordinary course of its business
      pursuant to written agreements and on terms intrinsically fair and no less
      favorable to it than obtainable in a comparable arm’s-length transaction with an
      unrelated third party; provided,
      however,
      that
      Mortgage Borrower may receive equity contributions from Parent;

     

    (xxiv)  shall
      have a board of directors that has considered, and shall consider, to the
      fullest extent permitted by law, including Section 18-1101(c) of the
      Act,
      the interests of the creditors of Mortgage Borrower in connection with all
      company action;

     

    (xxv)  shall
      pay
      the salaries of its own employees and has maintained, and shall maintain, a
      sufficient number of employees in light of its contemplated business
      operations;

     

    (xxvi)  shall
      maintain adequate capital in light of its contemplated business
      operations;

     

    (xxvii)  shall
      maintain at least two Independent Directors on its board of
      directors;

     

    (xxviii)  until
      such time as the Loan has been paid in full or is otherwise completely
      discharged, Mortgage Borrower shall not be permitted to take any of the
      following actions, without the unanimous affirmative vote of 100% of the members
      of the board of directors, including both Independent Directors: (A) the
      institution of proceedings to have Mortgage Borrower adjudicated bankrupt or
      insolvent; (B) the consent to the institution of bankruptcy or insolvency
      proceedings against Mortgage Borrower; (C) the filing of a petition
      seeking
      or consenting to reorganization or relief with respect to Mortgage Borrower
      under any applicable federal, state or local law relating to bankruptcy;
      (D) the consent to the appointment of a receiver, liquidator, assignee,
      trustee, sequestrator (or other similar official) of Mortgage Borrower or a
      substantial part of the Property; (E) the making of any assignment for
      the
      benefit of creditors of Mortgage Borrower; (F) the admission in writing
      of
      Mortgage Borrower’s inability to pay its debts generally as they become due; and
      (G) the taking of any action in furtherance of any of the foregoing
      actions. Mortgage Borrower nor its Independent Directors has taken any of the
      actions described in this Section 7.02(b)(xxviii) prior to the date
      hereof;

     

    (xxix)  shall
      be
      formed and organized under Delaware law and shall comply with all other Rating
      Agency criteria for single member limited liability companies;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (xxx)  shall
      preserve its existence as an entity duly organized, validly existing and in
      good
      standing under the laws of the jurisdiction of its formation or organization;
      and

     

    (xxxi)  shall
      not
      form, acquire or hold any subsidiary or equity interest in any other entity
      other than its equity interest in Lessee.

     

    ARTICLE
      8  

     

    


     

    REPRESENTATIONS
      AND WARRANTIES

     

    Borrower
      represents and warrants to Lender that, as of the Closing Date:

     

    Section
      8.01  Organization;
      Legal Status.

     

    Each
      of
      Borrower and Mortgage Borrower is duly organized, validly existing and in good
      standing under the laws of its state of formation: (a) is duly qualified
      to
      transact business and is in good standing in all jurisdictions where required
      in
      order to conduct its business; and (b) has all necessary approvals,
      governmental and otherwise, and full power and authority to own, operate and
      otherwise carry on its business as now conducted and proposed to be conducted.
      Borrower’s correct legal name is set forth on the first page of this Agreement.
      Borrower is a “registered organization” within the meaning of the UCC and
      Borrower’s organization identification number issued by its state of
      organization is correctly stated on the signature page to this
      Agreement.

     

    Section
      8.02  Power;
      Authorization; Enforceable Obligations.

     

    Borrower
      has full power, authority and legal right to execute, deliver and perform its
      obligations under the Loan Documents. Borrower has taken all necessary action
      to
      authorize the borrowing of the Loan on the terms and conditions of this
      Agreement and the other Loan Documents, and Borrower has taken all necessary
      action to authorize the execution and delivery of its performance under the
      Loan
      Documents. The officer or representative of Borrower signing the Loan Documents
      has been duly authorized and empowered to do so. The Loan Documents constitute
      legal, valid and binding obligations of Borrower, enforceable against Borrower
      in accordance with their terms.

     

    Section
      8.03  No
      Legal Conflicts.

     

    The
      borrowing of the Loan and Borrower’s execution, delivery and performance of its
      obligations under the Loan Documents will not: (a) violate, conflict
      with,
      result in a default (following notice and/or expiration of the related
      grace/cure period without cure or both, as applicable) under any agreement
      or
      other instrument to which Borrower is a party or by which the Collateral may
      be
      bound or affected, or any Requirements of Law (including, without limitation,
      usury laws); (b) result in the creation or imposition of any Lien
      whatsoever upon any of its assets, except the Liens created by the Loan
      Documents; nor (c) require any authorization or consent from, or any
      filing
      with, any Governmental Authority (except for UCC filings relating to the
      security interest created hereby and by the Pledge Agreement which is necessary
      to perfect Lender’s security interest in the Collateral).

     

    Section
      8.04  No
      Litigation.

     

    No
      action, suit or proceeding, or investigation, judicial, administrative or
      otherwise (including, without limitation, any reorganization, bankruptcy,
      insolvency or similar proceeding) currently is pending or, to the best of
      Borrower’s knowledge, threatened or contemplated against or affecting Borrower,
      Mortgage Borrower, the Guarantor or the Property that has not been disclosed
      by
      Borrower in writing to Lender and which, if adversely determined, could
      reasonably be expected to have a Material Adverse Effect.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      8.05  Business
      Purpose of Loan.

     

    Borrower
      will use the proceeds of the Loan solely for the purpose of carrying on a
      business or commercial enterprise and not for personal, family or household
      purposes.

     

    Section
      8.06  Warranty
      of Title.

     

    The
      pledgor under the Pledge Agreement is the record and beneficial owner of, and
      has good and marketable title to the Collateral, free and clear of all Liens
      whatsoever. The Pledge Agreement, together with the UCC financing statements
      required to be filed in connection therewith, will create valid, first priority,
      perfected security interests in and to the Collateral, all in accordance with
      the terms thereof.

     

    Section
      8.07  Mortgage
      Loan Representations.

     

    All
      of
      the representations and warranties contained in the Mortgage Loan Documents
      are
      hereby incorporated into this Agreement and deemed made hereunder as and when
      made thereunder and shall remain incorporated without regard to any waiver,
      amendment or other modification thereof by the Mortgage Lender or to whether
      the
      related Mortgage Loan Document has been repaid, defeased or otherwise
      terminated, unless otherwise consented to in writing by Lender.

     

    Section
      8.08  No
      Condemnation.

     

    No
      Condemnation proceeding has been commenced or, to the best of Borrower’s
      knowledge, is contemplated with respect to all or any portion of the Property
      or
      for the relocation of roadways providing access to the Property.

     

    Section
      8.09  No
      Contractual Obligations.

     

    Other
      than the Loan Documents, the Borrower Agreement and Mortgage Borrower Agreement,
      as of the date of this Agreement, Borrower is not subject to any Contractual
      Obligations and has not entered into any agreement, instrument or undertaking
      by
      which it or its assets are bound, and has not incurred any debt, secured or
      unsecured, direct or contingent (including, without limitation, guaranteeing
      any
      obligation), and prior to the date of this Agreement neither Borrower nor any
      of
      its Subsidiaries has entered into any Contractual Obligation, or any agreement,
      instrument or undertaking by which it or its assets are bound or incurred any
      debt, secured or unsecured, direct or contingent (including, without limitation,
      guaranteeing any obligation).

     

    Section
      8.10  Subsidiaries. 

     

    (a)  Effective
      as of the consummation of the transactions contemplated by this Agreement,
      the
      sole member of Borrower is Parent and 100% of the membership interests in
      Borrower is owned by Parent. Borrower does not have any Subsidiaries other
      than
      Mortgage Borrower and Lessee.

     

    (b)  Borrower
      does not own any equity interests other than the related Pledged Company
      Interests.

     

    Section
      8.11  Intentionally
      Deleted.

     

     

     

    Section
      8.12  Intentionally
      Deleted.

     

     

     

    Section
      8.13  Intentionally
      Deleted.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    Section
      8.14  Intentionally
      Deleted.

     

     

     

    Section
      8.15  Intentionally
      Deleted.

     

     

     

    Section
      8.16  Intentionally
      Deleted.

     

     

     

    Section
      8.17  Intentionally
      Deleted.

     

     

     

    Section
      8.18  Intentionally
      Deleted.

     

     

     

    Section
      8.19  Leases.

     

    With
      respect to the Leases: (a) the Rent Roll dated as of the Closing Date
      is
      true, complete and correct and the Property is not subject to Leases other
      than
      the Leases identified on such Rent Roll; (b) Borrower has delivered
      to
      Lender complete and accurate copies of all Leases and no verbal or written
      agreements exist which terminate, modify or supplement the Leases, except as
      otherwise disclosed to Lender in writing and acknowledged by Lender;
      (c) each Lease is in full force and effect and there are no defaults
      thereunder by either party known to Borrower ; (d) each Lease, by its
      terms, is subordinate to the lien of the Security Instrument or the subject
      of a
      separate subordination agreement subordinating the Lease to the lien of the
      Security Instrument; (e) Mortgage Borrower or Lessee is the sole owner
      of
      the entire lessor’s interest in the Leases and has not assigned, pledged or
      otherwise transferred the Rents reserved in the Leases (except to Mortgage
      Lender); (f) all of the Leases are bona fide, arms-length agreements
      with
      tenants (except for Lessee under the Operating Lease) unrelated to Borrower;
      (g) none of the Rents have been collected for more than one (1)
      month
      in advance (and for such purpose, a security deposit shall not be deemed rent
      collected in advance); (h) all security deposits reflected on the Rent
      Roll
      have been collected and are being held by Mortgage Borrower, Lessee or Property
      Manager in the full amount reported on the Rent Roll; (i) except as
      set
      forth on Exhibit L to the Mortgage Loan Agreement, all work to be performed
      by
      Mortgage Borrower under each Lease has been performed as required and has been
      accepted unconditionally by the applicable tenant; (j) to the best of
      Borrower’s and Mortgage Borrower’s knowledge, no offsets or defenses exist in
      favor of any tenant to the payment of any portion of the Rents and neither
      Borrower nor Mortgage Borrower has any monetary obligation to any tenant under
      any Lease other than the proper application or refund of any security deposits;
      (k) all payments due from tenants under the Leases are current; (l) no
      tenant under any Lease is in default thereunder, or is a debtor in any
      bankruptcy, reorganization, insolvency or similar proceeding, or has
      demonstrated, to Borrower’s knowledge, a history of payment problems which
      suggest financial difficulty; (m) no Lease contains an option to purchase,
      right of first refusal to purchase, or any other similar provision; and
      (n) no brokerage commissions, finders fees or similar payment obligations
      are due and unpaid by Mortgage Borrower or any Affiliate of Mortgage Borrower
      regarding any Lease. No portion of the Property is licensed to or occupied
      by
      any Affiliate of Mortgage Borrower other than Lessee.

     

    Section
      8.20  Management
      Agreement.

     

    No
      change
      in the Property Manager or any Property Management Contract has occurred since
      the date of the most recent information submitted to Lender with respect
      thereto, other than those disclosed in writing to Lender.

     

    Section
      8.21  Financial
      Condition.

     

    Borrower
      currently is solvent and has received reasonably equivalent value for its
      granting of the Liens in favor of Lender in connection with the Loan. No change
      has occurred in the financial condition of Borrower, Mortgage Borrower, Lessee
      or Guarantor which would have a Material Adverse Effect since the date of the
      most recent financial statements submitted to Lender with respect to each such
      party, other than has been disclosed in writing to Lender.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      8.22  Taxes.

     

    Borrower
      has filed all federal, state, county, municipal, and city income tax returns
      required to have been filed by it and has paid all taxes and related liabilities
      which have become due pursuant to such returns or pursuant to any assessments
      received by it, except where any such failure could not have a Material Adverse
      Effect. Except as may be reflected in the Title Insurance Policy, Borrower
      does
      not know of any basis for any additional assessment in respect of any such
      taxes
      and related liabilities for prior years.

     

    Section
      8.23  No
      Foreign Person.

     

    Borrower
      is not a “foreign person” within the meaning of §1445(f)(3) of the Tax
      Code.

     

    Section
      8.24  Federal
      Regulations.

     

    Borrower
      is not engaged nor will it engage, principally, or as one of its important
      activities, in the business of extending credit for the purpose of “purchasing”
      or “carrying” any “margin stock” within the respective meanings of each of the
      quoted terms under Regulation U or Regulation G.

     

    Section
      8.25  Investment
      Company Act; Other Regulations.

     

    Borrower
      is not an “investment company” or a company “controlled” by an “investment
      company” within the meaning of the Investment Company Act of 1940 and the
      regulations issued thereunder, each as amended. Borrower is not subject to
      regulations under any federal or state statute or regulation which limits its
      ability to incur indebtedness.

     

    Section
      8.26  ERISA.

     

    (a) Borrower
      is not and will not be an “employee benefit plan,” as defined in § 3(3) of
      ERISA, subject to Title I of ERISA, (b) none of the assets of Borrower
      constitute or will constitute “plan assets” of one or more such plans within the
      meaning of 29 C.F.R. § 2510.3-101, (c) Borrower is not and will not be
      a “governmental plan” within the meaning of § 3(3) of ERISA, and
      (d) transactions by or with Borrower are not and will not be subject
      to
      state statutes regulating investment of, and fiduciary obligations with respect
      to, governmental plans.

     

    Section
      8.27  Intentionally
      Deleted.

     

    


     

    Section
      8.28  Compliance
      with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering
      Laws.

     

    Borrower,
      Mortgage Borrower and Guarantor and to the best of Borrower’s knowledge
      (a) each Person owning an interest in Borrower, Mortgage Borrower and
      Guarantor and (b) each tenant at the Property: (i) is not currently
      identified on OFAC List, and (ii) is not a Person with whom a citizen
      of
      the United States is prohibited to engage in transactions by any trade embargo,
      economic sanction, or other prohibition of United States law, regulation, or
      Executive Order of the President of the United States, including, without
      limitation, any Anti-Terrorism Laws. Borrower agrees to confirm this
      representation and warranty in writing on an annual basis if requested by Lender
      to do so.

     

    Section
      8.29  Brokers
      and Financial Advisors.

     

    Borrower
      has not dealt with any financial advisor, broker, underwriter, placement agent
      or finder in connection with the transaction contemplated by this Agreement
      who
      may be owed a commission or other compensation which Borrower will not have
      paid
      in full as of the Closing Date.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      8.30  Complete
      Disclosure; No Material Change in Facts or Circumstances

     

    Borrower
      has disclosed to Lender all material facts and has not failed to disclose any
      material fact that could cause any representation or warranty made herein to
      be
      materially inaccurate, incomplete or misleading. All information provided in
      or
      supplied with the application for Loan, or in satisfaction of the terms thereof,
      remains true, complete and correct in all material respects, and no adverse
      change in any condition or fact has occurred that would make any of such
      information materially inaccurate, incomplete or misleading.

     

    Section
      8.31  Intentionally
      Deleted.

     

    Section
      8.32  Survival.

     

    The
      representations and warranties contained in this Article 8 survive for so long
      as the Loan remains payable and any Obligation remains to be
      performed.

     

    ARTICLE
      9  

     

    


     

    BORROWER
      COVENANTS

     

    Section
      9.01  Payment
      of Debt and Performance of Obligations.

     

    Borrower
      shall fully and punctually pay the Loan and perform the Obligations when and
      as
      required by the Loan Documents. Borrower may not prepay the Loan except in
      strict accordance with this Agreement.

     

    Section
      9.02  Payment
      of Taxes and Other Lienable Charges.

     

    (a)  Payment
      Obligation.
      Borrower shall cause Mortgage Borrower to promptly and fully pay, or cause
      to be
      paid, by their due date all Taxes and Other Charges now or hereafter assessed
      or
      charged against the Property as they become due and payable. Borrower shall
      promptly cause to be paid (or bonded over and released) and discharged any
      Lien
      which may be or become a Lien against the Property (including, without
      limitation, mechanic’s or materialman’s liens). Except to the extent sums
      sufficient to pay Taxes or Other Charges have been deposited with Lender in
      accordance with this Agreement, Borrower shall cause Mortgage Borrower to
      furnish to Lender, upon request, evidence satisfactory to Lender that all Taxes
      and Other Charges have been paid and are not delinquent.

     

    (b)  Right
      to Contest.
      After
      prior written notice to Lender, Borrower may permit Mortgage Borrower, at its
      own expense, to contest by appropriate legal proceeding, promptly initiated
      and
      conducted in good faith with due diligence, the amount or validity or
      application in whole or in part of any of the Taxes or Other Charges, provided
      that: (i) no Event of Default exists; (ii) such proceeding suspends
      the collection of such Taxes or Other Charges and the Property will not be
      in
      danger of being sold for such unpaid Taxes or Other Charges, or Mortgage
      Borrower has paid all of such Taxes or Other Charges under protest;
      (iii) such proceeding is permitted under and is conducted in accordance
      with the provisions of any other instrument to which Mortgage Borrower or the
      Property is subject and does not constitute a default thereunder; (iv) if
      Mortgage Borrower has not paid the disputed amounts in full under protest,
      Mortgage Borrower shall deposit with Mortgage Lender, as provided in the
      Mortgage Loan Agreement to insure the payment of any such Taxes or Other Charges
      together with interest and penalties thereon, if any; (v) Borrower causes
      Mortgage Borrower to furnish to Lender all other items reasonably requested
      by
      Lender; and (vi) upon a final determination thereof, Borrower causes
      Mortgage Borrower to promptly pay the amount of any such Taxes or Other Charges,
      together with all costs, interest and penalties which may be payable in
      connection therewith.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.03  Insurance.

     

    (a)  Insurance
      Required Pursuant to the Mortgage Loan.
      Borrower shall cause Mortgagor Borrower to maintain at all times during the
      term
      of the Loan the insurance required under Section 9.03 of the Mortgage Loan
      Agreement, including, without limitation, meeting all insurer requirements
      thereunder. In addition, Borrower shall cause Lender to be named as an
      additional named insured under each of the insurance policies described in
      Sections 9.03(a)(vi), (vii) and (ix) of the Mortgage Loan Agreement and Lender
      shall be identified in each policy as follows: Barclays Capital Real Estate
      Inc., a Delaware corporation, its successors, assigns and participants as their
      respective interests may appear, as secured party. In addition, Borrower shall
      cause Lender to be named as a named insured together with Mortgage Lender,
      as
      their interest may appear, under the insurance policies required under Sections
      9.03(a)(i), (ii), (iii), (iv), (v) and (viii) of the Mortgage Loan Agreement
      and
      Lender shall be identified in each policy as follows: Barclays Capital Real
      Estate Inc., its successors, assigns and participants as their respective
      interests may appear, as secured party. Borrower shall also cause all insurance
      policies required under this Section 9.03 to provide for at least thirty (30)
      days prior notice to Lender in the event of policy cancellation or material
      changes. Borrower shall provide Lender with evidence of all such insurance
      required hereunder simultaneously with Mortgage Borrower’s provision of such
      evidence to Mortgage Lender.

     

    (b)  If
      at any
      time Lender is not in receipt of written evidence that all insurance required
      hereunder is in full force and effect, Lender shall have the right, without
      notice to Borrower, to take such action as Lender deems necessary to protect
      its
      interest in the Property, including, without limitation, the obtaining of such
      insurance coverage as Lender in its sole discretion deems appropriate and all
      premiums incurred by Lender in connection with such action or in obtaining
      such
      insurance and keeping it in effect shall be paid by Borrower to Lender upon
      demand and shall bear interest at the Default Rate.

     

    Section
      9.04  Obligations
      upon Condemnation or Casualty.

     

    Subject
      to Section 9.03(g) of the Mortgage Loan Agreement, if the Property,
      or any
      portion thereof, shall be damaged or destroyed by a Casualty or become subject
      to any Condemnation, the following shall apply:

     

    (a)  Generally.
      Borrower shall promptly notify Lender, in writing, of any actual or threatened
      Condemnation or of any Casualty that damages or renders unusable the Property
      or
      any part thereof and, pursuant to Section 9.04 of the Mortgage Loan Agreement,
      shall cause Mortgage Borrower to promptly and diligently pursue Mortgage
      Borrower’s claim for a Condemnation award or insurance proceeds, as applicable.
      If requested by Lender, Borrower agrees to cause Mortgage Borrower to provide
      copies to Lender of all notices or filings made or received by Borrower in
      connection with the Casualty or Condemnation or with respect to collection
      of
      the insurance proceeds or Condemnation award, as applicable. Notwithstanding
      that a Casualty or Condemnation has occurred, or that rights to a Condemnation
      award or insurance proceeds are pending, Borrower shall continue to pay the
      Loan
      at the time and in the manner provided in this Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Lender
      Right to Participate.
      Lender
      may participate in any Casualty or Condemnation proceedings to the same extent
      that Mortgage Lender may participate in accordance with the Mortgage Loan
      Agreement, and Borrower shall from time to time cause Mortgage Borrower to
      deliver to Lender all instruments requested by Lender to permit such
      participation. Borrower shall cause Mortgage Borrower to, at its expense,
      diligently prosecute any such proceedings, and shall cause Mortgage Borrower
      to
      consult with Lender, its attorneys and experts, and cooperate with them in
      the
      carrying on or defense of any such proceedings.

     

    (c)  Restoration.
      If the
      Property shall sustain a Casualty or Condemnation, Borrower shall cause Mortgage
      Borrower to promptly commence and diligently prosecute to completion the repair
      and restoration of the Property to at least equal value and substantially the
      same character as existed immediately prior to such Casualty or Condemnation
      and
      otherwise in accordance with Section 9.04 of the Mortgage Loan Agreement.
      Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all
      reports, plans, specifications, documents and other materials that are delivered
      to Mortgage Lender under Section 9.04(d) of the Mortgage Loan Agreement
      in
      connection with such restoration of the Property. 

     

    Section
      9.05  Intentionally
      Deleted.

     

    Section
      9.06  Leases
      and Receipts.

     

    (a)  Right
      to Enter into New Leases.
      Borrower may permit Mortgage Borrower to enter into new Permitted Leases for
      space at the Property and renew or extend existing Leases without Lender’s prior
      written consent. All proposed Leases that are not Permitted Leases require
      Lender’s prior written approval (not to be unreasonably withheld, conditioned or
      delayed) at Borrower’s expense (including reasonable legal fees and expenses).
      Borrower shall cause Mortgage Borrower to promptly deliver to Lender a copy
      of
      each Lease entered into after the Closing Date, together with written
      certification from a Responsible Officer which confirms that (x) the
      copy
      delivered is a true, complete and correct copy of such Lease and
      (y) Mortgage Borrower has satisfied all conditions of this Section.
      Lender’s acceptance of Mortgage Borrower’s certification or a copy of any Lease
      shall not be deemed a waiver of the requirements of this Section if the Lease
      is
      not in compliance herewith. Notwithstanding the foregoing (i)  Borrower
      shall cause or direct Mortgage Borrower to not terminate the Operating Lease
      nor
      enter into any material amendment, modification or supplement to the Operating
      Lease without, in either case, Lender’s prior written consent (which consent
      shall not be unreasonably withheld, conditioned or delayed so long as the
      Operating Lease is not being terminated, the rent is not being reduced and
      the
      term is not being extended), and (ii)  Borrower shall cause Mortgage
      Borrower to promptly provide Lender with a copy of any termination, amendment,
      modification or supplement to the Operating Lease entered into by Mortgage
      Borrower, together with written certification from a Responsible Officer which
      confirms that (x) the copy delivered is a true, complete and correct
      copy
      of such termination, amendment, modification or supplement and (y) Mortgage
      Borrower has satisfied all conditions of this Section.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Leasing
      Decisions.
      Provided no Event of Default exists, and except as otherwise provided in this
      Subsection, Borrower may permit Mortgage Borrower to, without Lender’s prior
      written consent: (i) amend or supplement any Permitted Lease or waive
      any
      term thereof (including, without limitation, shortening the lease term, reducing
      rents, granting rent abatements, or accepting a surrender of all or any portion
      of the leased space); (ii) cancel or terminate any Permitted Lease;
      or
      (iii) consent to a tenant’s assignment of its Permitted Lease or subleasing
      of space; or (iv) amend, supplement, waive or terminate any Lease guaranty.
      Any
      action with respect to any Lease that does not satisfy the requirements set
      forth in this Section requires Lender’s prior written approval at Borrower’s
      expense (including reasonable legal fees).

     

    (c)  Observance
      of Lessor Obligations.
      Borrower (i) shall cause Mortgage Borrower to observe and perform in
      all
      material respects all obligations imposed upon the lessor under the Leases
      and
      shall not do or permit to be done anything to materially impair the value of
      any
      of the Leases as security for the Loan; (ii) upon Lender’s request, shall
      cause Mortgage Borrower to promptly send copies to Lender of all notices of
      default which Mortgage Borrower shall send or receive (or may have sent or
      received) under any Lease (other than a Permitted Lease); (iii) shall
      cause
      Mortgage Borrower to enforce in a commercially reasonable manner all of the
      material terms, covenants and conditions contained in the Leases to be observed
      or performed by the tenant; (iv) shall not permit Mortgage Borrower
      to
      collect any Rents more than one (1) month in advance (and for this purpose
      a
      security deposit shall not be deemed rent collected in advance); (v) shall
      not permit Mortgage Borrower to execute any assignment or pledge of the lessor’s
      interest in any of the Leases or the Rents (other than in connection with the
      Loan); and (vi) shall not permit Mortgage Borrower to convey or transfer
      or
      suffer or permit a conveyance or transfer of the Property or of any interest
      therein so as to effect a merger of the estates and rights of, or a termination
      or diminution of the obligations of, lessees thereunder.

     

    Section
      9.07  Use
      of
      Property.

     

    Borrower
      shall not permit Mortgage Borrower to allow material changes in the use of
      the
      Property without Lender’s prior written consent (which consent shall not be
      unreasonably withheld, conditioned or delayed). Borrower shall not, without
      Lender’s prior written consent, permit Mortgage Borrower to initiate, join in,
      or consent to any change in any private restrictive covenant or zoning or land
      use ordinance limiting or defining the uses which may be made of the Property.
      If use of all or any portion of the Property is or shall become a nonconforming
      use, Borrower shall not cause or permit Mortgage Borrower to cause or permit
      the
      nonconforming use to be discontinued or the nonconforming portion of the
      Property to be abandoned without Lender’s prior written consent (not to be
      unreasonably withheld, conditioned or delayed).

     

    Section
      9.08  Maintenance
      of Property; Required Repairs.

     

     

     

    (a)  Borrower
      shall cause Mortgage Borrower to maintain the Property in a good and safe
      condition and repair. Borrower shall not permit Mortgage Borrower to cause
      or
      permit any portion of the Property (except for immaterial portions of the
      Personal Property) to be removed, demolished or materially altered (except
      for
      normal repair or replacement) without Lender’s prior written consent; provided,
      however, that Lender’s prior written consent shall not be required for repairs,
      alterations, improvements, renewals or replacements to the Property
      (a) which are non-structural in nature, and (b) the cost of which
      does
      not exceed Five Million and No/100 Dollars ($5,000,000.00) in any single
      instance or Ten Million and No/100 Dollars ($10,000,000.00) in the aggregate
      over the term of the Loan. Borrower shall cause Mortgage Borrower to promptly
      repair or replace any portion of the Property which may become damaged, worn
      or
      dilapidated.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Notwithstanding
      the foregoing, Borrower shall cause Mortgage Borrower to, or shall cause
      Mortgage Borrower to cause Lessee to, perform the Required Repairs (as defined
      in the Mortgage Loan Agreement). Borrower shall cause Mortgage Borrower to,
      or
      shall cause Mortgage Borrower to cause Lessee to, complete the Required Repairs
      on or before the required deadline for each repair specified on Exhibit F to
      the
      Mortgage Loan Agreement and shall cause Mortgage Borrower to, or shall cause
      Mortgage Borrower to cause Lessee to, provide notice to Lender that such work
      has been completed. It shall be an Event of Default under this Agreement if
      Borrower does not cause the completion of the Required Repairs at the Property
      within thirty (30) days after notice from Lender that such Required Repairs
      have
      not been completed within the time period set forth in Exhibit F to the Mortgage
      Loan Agreement, provided, however, the time periods on Exhibit F to the Mortgage
      Loan Agreement are extended by force
      majeure events
      and for so long as Borrower is diligently pursuing the completion of such
      Required Repairs. Upon completion of the Required Repairs, Borrower shall
      provide Lender with a certificate from Borrower stating that all Required
      Repairs have been completed in a good and workmanlike manner and in accordance
      with all applicable Legal Requirements required to commence and/or complete
      the
      Required Repairs.

     

    Section
      9.09  Waste.

     

    Borrower
      shall not permit Mortgage Borrower to commit or suffer any physical waste of
      the
      Property or do or permit to be done thereon anything that may in any way impair
      the value of the Property or invalidate the insurance coverage required under
      the Mortgage Loan Agreement to be maintained by Mortgage Borrower. Borrower
      shall not permit Mortgage Borrower, without Lender’s prior written consent, to
      permit any drilling or exploration for or extraction, removal, or production
      of
      any minerals from the surface or the subsurface of the Property, regardless
      of
      the depth thereof or the method of mining or extraction thereof.

     

    Section
      9.10  Compliance
      with Laws.

     

    (a)  Obligation
      to Perform.
      Borrower shall cause Mortgage Borrower to promptly and fully comply in all
      material respects with all Requirements of Law now or hereafter affecting the
      Property. Borrower shall notify Lender promptly of Borrower’s knowledge or
      receipt of any notice related to a material violation of any Requirements of
      Law
      or of the commencement of any proceedings or investigations which relate to
      material compliance with Requirements of Law. At Lender’s request, Borrower
      shall or shall cause Mortgage Borrower to provide Lender with copies of all
      notices, reports or other documents relating to any litigation or governmental
      investigation relating to Borrower, Mortgage Borrower or the
      Property.

     

    (b)  Right
      to Contest.
      After
      prior written notice to Lender, Borrower, at its own expense, may contest or
      cause Mortgage Borrower to contest by appropriate legal proceedings, promptly
      initiated and conducted in good faith and with due diligence, the Requirements
      of Law affecting the Property or alleged violation thereof, provided that:
      (i) no Event of Default exists; (ii) such proceedings shall be
      permitted under and be conducted in accordance with the Requirements of Law;
      (iii) the Property will not be in danger of being sold, forfeited,
      terminated, cancelled or lost; (iv) non-compliance with such Requirement
      of
      Law shall not impose any civil, criminal or environmental liability on Lender,
      Borrower or Mortgage Borrower; (v) Borrower deposits with Lender cash
      (or
      other security acceptable to Lender) in such amount as Lender deems sufficient
      to cover loss or damage that may result from Borrower’s or Mortgage Borrower’s
      failure to prevail in such contest (provided that after a Securitization, one
      hundred ten percent (110%) of the amount estimated by Lender is deposited)
      or Mortgage Borrower deposits with Mortgage Lender security to cover any such
      loss or damage as required under the Mortgage Loan Agreement; (vi) Borrower
      furnishes to Lender all other items reasonably requested by Lender; and
      (vii) upon a final determination thereof, Borrower promptly complies
      with
      the obligations determined to be applicable.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.11  Financial
      Reports, Books and Records.

     

    (a)  Delivery
      of Financial Statements.
      Borrower shall keep adequate books and records of account with respect to its
      financial condition and shall cause Mortgage Borrower to keep adequate books
      and
      records of account with respect to its financial condition and the operation
      of
      the Property, all in accordance with GAAP consistently applied (or such other
      method which is reasonably acceptable to Lender), and Borrower shall furnish
      or
      cause Mortgage Borrower to furnish, as applicable, the following to Lender,
      each
      prepared in such detail as reasonably required by Lender and certified by a
      Responsible Officer to be true, complete and correct:

     

    (i)  as
      soon
      as available, but in any event within twenty-five (25) days after the
      end
      of each Accounting Period, a statement in form and substance reasonably
      satisfactory to Lender, setting forth with respect to the Property, the
      following, provided, however, that for any Accounting Period during a Marriott
      Management Period, Borrower shall not be required to deliver more information
      under this Section 9.11(a)(i) than Mortgage Borrower receives from Property
      Manager,

     

    (A)  a
      report
      detailing Receipts, Operating Income and the Operating Expenses, in each case
      on
      a trailing four (4) Fiscal Quarter basis;

     

    (B)  revenue
      reports, an occupancy report including the occupancy percentage, an average
      daily room rate, and RevPar for the applicable Accounting Period and an advance
      booking report, and, in all cases, any other information as is reasonably
      required by Lender;

     

    (C)  monthly
      STAR Reports or other industry standard equivalent publication acceptable to
      Lender;

     

    (D)  Accounting
      Period and year-to-date operating statements for the Property prepared for
      such
      Accounting Period, each of which shall include an itemization of actual (not
      pro
      forma) FF&E Expenditures during the applicable period, and a comparison on a
      year-to-date basis to budget and prior year, for the Property and
      Borrower;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (E)  the
      Debt
      Service Coverage Constant Ratio as of the end of such Accounting Period;
      and

     

    (F)  the
      Cash
      Flow Available for Debt Service as of the end of Accounting Period.

     

    (ii)  No
      later
      than forty-five (45) days following the end of each Fiscal Quarter,
      a
      statement in form and substance reasonably satisfactory to Lender, setting
      forth
      with respect to the Property,

     

    (A)  quarterly
      and year-to-date operating statements, each of which shall include an
      itemization of budgeted and actual (not pro forma) capital expenditures and
      FF&E Expenditures during the applicable period;

     

    (B)  a
      quarterly and year-to-date comparison of the budgeted income and expenses with
      the actual income and expenses for such quarter and year to date, together
      with
      if requested by Lender, a detailed explanation of any variances between budgeted
      and actual amounts that are in excess of five percent (5%) for each
      line
      item therein;

     

    (C)  any
      deposits into and disbursements from the Seasonal Reserve Account;
      and

     

    (D)  Advance
      Bookings Reserve Statement with respect to the Property

     

    (iii)  within
      forty-five (45) days after the end of each Fiscal Quarter, a Compliance
      Certificate;

     

    (iv)  as
      soon
      as available, but in any event within one hundred twenty (120) days
      after
      the close of Mortgage Borrower’s fiscal year, (A) an annual Rent Roll,
      presented on an annual basis consistent with the initial Rent Roll delivered
      on
      or prior to the Closing Date; (B) an annual operating statement for
      the
      Property presented on an annual basis consistent with the monthly and quarterly
      operating statements described above and audited (which audit may be performed
      on a consolidated basis together with financial statements of Lessee, Mortgage
      Borrower, Borrower, Parent and DRRP) by American Express Tax and Business
      Services or a “Big Four” accounting firm or other independent certified public
      accountant acceptable to Lender; (C) an annual balance sheet and profit
      and
      loss statement for Borrower and Mortgage Borrower audited by a “Big Four”
      accounting firm or other independent certified public accountant acceptable
      to
      Lender; and (D) a statement of change of financial position of Borrower
      and
      Mortgage Borrower, setting forth in comparative form the figures for the
      previous fiscal year;

     

    (v)  as
      soon
      as available, but in no event later than January 15 of each calendar year,
      an
      annual operating budget for the Property presented on a monthly basis consistent
      with the information required in the monthly and quarterly operating statement
      described above which budget shall (if a Marriott Management Period no longer
      exists) be subject to Lender’s approval (each such budget as approved, or if no
      approval is required, the “Approved
      Budget”);
      and

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vi)  such
      other financial information or property management information (including,
      without limitation, copies of any state and federal tax returns filed by
      Borrower and Lessee or Mortgage Borrower, information on tenants under any
      Leases to the extent such information is available to Mortgage Borrower or
      Lessee, and an accounting of security deposits and updated Rent Roll
      information) as may reasonably be required by Lender from time to
      time.

     

    (b)  Lender
      Audit Rights.
      Lender
      and its agents have the right, upon prior written notice to Borrower (notice
      to
      be given unless an Event of Default exists), to examine the records, books
      and
      other papers which reflect upon Borrower’s, Mortgage Borrower’s or Lessee’s
      financial condition or pertain to the income, expense and management of the
      Property and to make copies and abstracts from such materials. Lender also
      shall
      have the right, from time to time (but, in the absence of an Event of Default
      existing, not more than annually) and upon prior notice to Borrower (notice
      to
      be given unless an Event of Default exists) and Property Manager, to have an
      independent audit conducted of any of Borrower’s, Mortgage Borrower’s and/or
      Lessee’s financial information. Lender shall pay the cost of such audit unless
      Lender performed the audit following the occurrence of an Event of Default
      (provided however that the frequency of such audits following an Event of
      Default shall be limited in Lender’s reasonable discretion) or if the results of
      Lender’s audit disclose an error by more than ten percent (10%), in which
      case (and in addition to Lender’s other remedies) Borrower shall pay the cost
      incurred by Lender with respect to such audit upon Lender’s demand. Upon
      Borrower’s failure to pay such amounts, and in addition to Lender’s remedies for
      Borrower’s failure to perform, the unpaid amounts shall be added to principal,
      shall bear interest at the Default Rate until paid in full, and payment of
      such
      amounts shall be secured by the Pledge Agreement and other collateral given
      to
      secure the Loan.

     

    (c)  Financial
      Reports from Guarantor.
      Borrower shall cause the Guarantor to provide to Lender (i) within one
      hundred twenty (120) days after the close of such party’s fiscal year, such
      party’s balance sheet and profit and loss statement (or if such party is an
      individual, within one hundred twenty (120) days after the close of
      each
      calendar year, such party’s personal financial statements) in form reasonably
      satisfactory to Lender and certified by such party to be accurate and complete;
      and (ii) such additional financial information (including, without
      limitation, copies of state and federal tax returns) as Lender may reasonably
      require from time to time and in such detail as reasonably required by
      Lender.

     

    Section
      9.12  Performance
      of the Material Operating Agreements.

     

    Borrower
      shall cause Mortgage Borrower to observe and perform in a timely manner each
      and
      every obligation to be observed or performed by Mortgage Borrower pursuant
      to
      the terms of any agreement or recorded instrument affecting or pertaining to
      the
      Property or used in connection with the operation of the Property (including,
      without limitation, the Material Operating Agreements). Without limiting the
      foregoing, Borrower shall (except where the failure to perform such obligation
      could not have a Material Adverse Effect) (a) give prompt notice to
      Lender
      of any notice received by Borrower or Mortgage Borrower with respect to any
      of
      the Material Operating Agreements which alleges a default or nonperformance
      by
      Mortgage Borrower thereunder, together with a complete copy of any such notice;
      (b) cause Mortgage Borrower to enforce, short of termination, performance
      of the Material Operating Agreements to be performed or observed or (c) not
      permit Mortgage Borrower to terminate or amend, or waive compliance with, any
      of
      the Material Operating Agreements without Lender’s prior written consent (which
      consent shall not be unreasonably withheld, conditioned or delayed) and, except,
      as may be (i) permitted pursuant to the respective terms thereof or
      (ii) absent the existence of an Event of Default, done in the ordinary
      course of business. If the absence of an Material Operating Agreement that
      has
      terminated will have a Material Adverse Effect on the value of the Property,
      Borrower agrees to cause Mortgage Borrower to enter into a new Material
      Operating Agreement in replacement of the terminated Material Operating
      Agreement, containing terms and conditions no less favorable to Mortgage
      Borrower than the terminated Material Operating Agreement. Borrower shall notify
      Lender if Mortgage Borrower does not replace the terminated Material Operating
      Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.13  Existence;
      Change of Name; Location as a Registered Organization.

     

    Borrower
      shall continuously maintain (a) its existence and shall not dissolve
      or
      permit its dissolution, and (b) its rights and franchises to do business
      in
      the state where the Property is located if required under Arizona law or any
      other applicable law. Borrower shall not change Borrower’s name, legal entity,
      or its location as a registered organization within the meaning of the UCC,
      without notifying Lender of such change in writing at least thirty (30)
      days prior to its effective date. The notification requirements set forth in
      this Section are in addition to, and not in limitation of, the requirements
      of
      Article 7. Borrower shall pay all costs and expenses incurred by Lender
      (including, without limitation, reasonable legal fees) in connection with any
      change described herein.

     

    Section
      9.14  Property
      Management.

     (a) Borrower
      shall cause Mortgage Borrower to cause the Property Manager to manage the
      Property in all material respects in accordance with the terms of the Property
      Management Contracts. Borrower shall not permit Mortgage Borrower to remove
      or
      replace the Property Manager (which, with respect to a Property Manager which
      is
      an Affiliate of Mortgage Borrower, shall be deemed to occur upon a change of
      Control of the Property Manager), or modify or waive any material terms of
      any
      Property Management Contract, or replace the Property Manager or enter into
      any
      replacement Property Management Contract, without (in any such case) Lender’s
      prior written consent and, if requested by Lender, a Rating Confirmation;
      provided further, however, Lender’s consent and a Rating Confirmation shall not
      be required if the Property Manager is replaced with a Qualified Manager. Upon
      replacement of the Property Manager, Borrower shall cause Mortgage Borrower
      and
      the new manager of the Property to enter into a new Property Management Contract
      approved by Lender and a new Subordination, Nondisturbance and Attornment
      Agreement in form and substance similar to the Marriott SNDA.

     

    (b)  Termination
      of Property Manager.
      (i) If
      (A) a default has occurred under any Property Management Contract and
      has
      continued beyond any applicable notice and/or grace period, (B) Property
      Manager becomes insolvent (and provided in the case of either of the foregoing
      clauses (A) or (B) that Borrower or Mortgage Borrower shall have the
      right
      to terminate any Property Management Contract), or (C) any other act,
      omission, event or condition shall occur or exist which results in Borrower
      or
      Mortgage Borrower having the right to terminate any Property Management
      Contract, then, if an Event of Default shall exist, Borrower shall, at the
      request of Lender, cause Mortgage Borrower to terminate any or all applicable
      Property Management Contacts and require Property Manager to transfer its
      responsibilities for the management of the Property or applicable portion
      thereof to a management company acceptable to Lender.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  The
      rights of Lender (A) to approve any change in the Property Management
      Contract, (B) to cause the termination of the existing Property Manager
      and
      (C) to cause the designation of any replacement property manager shall
      be
      subject to any rights of the Mortgage Lender under the Mortgage Loan Documents
      to take such actions, and the satisfaction of any conditions set forth in the
      Mortgage Loan Documents relating to the appointment of any replacement property
      manager. Borrower shall provide to Lender any request for action relating to
      a
      Property Manager, including for any change in the Property Management Contract,
      any termination of the existing Property Manager or approval of any replacement
      property manager, within three (3) Business
      Days of Borrower’s receipt thereof pursuant to the provisions of the Mortgage
      Borrower Agreement. In the event both Lender and the Mortgage Lender shall
      have
      such rights relating to a Property Manager under the Loan Documents and Mortgage
      Loan Documents, respectively, Lender may exercise such rights, but only to
      the
      extent the Mortgage Lender shall not have previously exercised (or be deemed
      to
      have exercised) such rights.

     

    Section
      9.15  ERISA.

     

    Borrower
      shall not engage in any transaction which would cause any obligation or action
      taken or to be taken hereunder by Borrower (or the exercise by Lender of any
      of
      its rights under any of the Loan Documents) to be a non-exempt (under a
      statutory or administrative class exemption) prohibited transaction under ERISA.
      Borrower agrees to deliver to Lender such certifications or other evidence
      throughout the term of the Loan as requested by Lender in its sole discretion
      to
      confirm compliance with Borrower’s obligations under this Section 9.15 or
      to confirm that Borrower’s representations and warranties regarding ERISA remain
      true.

     

    Section
      9.16  Compliance
      with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering
      Laws.

     

    Borrower
      shall comply with all Requirements of Law relating to money laundering,
      anti-terrorism, trade embargos and economic sanctions, now or hereafter in
      effect, including, without limitation, Anti-Terrorism Laws. Without limiting
      the
      foregoing, Borrower shall not take any action, or permit any action to be taken,
      that would cause Borrower’s representations and warranties in Section 8.28
      of this Agreement to become untrue or inaccurate at any time during the Loan
      term. Borrower shall notify Lender promptly of Borrower’s actual knowledge that
      the representations and warranties in Section 8.28 of this Agreement
      may no
      longer be accurate or that any other violation of the foregoing Requirements
      of
      Law has occurred or is being investigated by Governmental Authorities. In
      connection with such an event, Borrower shall comply with all applicable
      Requirements of Law and directives of Governmental Authorities and, at Lender’s
      request, provide to Lender copies of all notices, reports and other
      communications exchanged with, or received from, Governmental Authorities
      relating to such event. Borrower shall also reimburse Lender for any expense
      incurred by Lender in evaluating the effect of such an event on the Loan and
      Lender’s interest in the collateral for the Loan, in obtaining any necessary
      license from Governmental Authorities as may be necessary for Lender to enforce
      its rights under the Loan Documents, and in complying with all Requirements
      of
      Law applicable to Lender as the result of the existence of such an event and
      for
      any penalties or fines imposed upon Lender as a result thereof.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.17  Requirements
      of Law; Permits, Licenses, Approvals.

     

    Borrower
      shall cause Mortgage Borrower to (A) comply with the Requirements of
      Law of
      any Governmental Authority in all jurisdictions in which it is now doing
      business or may hereafter be doing business, except where the failure to comply
      cannot reasonably be expected to result in a Material Adverse Effect,
      (B) maintain in full force and effect all permits, licenses, certificates
      and other governmental or quasi-governmental or administrative approvals
      necessary for the lawful use, occupancy and operation of the Property full
      service first class hotel resort with two (2) first class golf courses and
      a
      health spa (including without limitation all applicable hotel, food, beverage
      and liquor licenses and permits), except where the failure to maintain such
      permits and approvals cannot reasonably be expected to result in a Material
      Adverse Effect, and (C) perform, observe, comply and fulfill all of
      its
      obligations, covenants and conditions contained in any material agreement
      pertaining to the Property except where the failure to do so could not
      reasonably be expected to result in a Material Adverse Effect. 

     

    Section
      9.18  Name.

     

    Borrower
      shall not permit Mortgage Borrower to change the name under which the Property
      is operated or otherwise make, suffer or permit any change in franchise of
      “flag” or brand or other affiliation of the Property.

     

    Section
      9.19  Liquidity
      Facility.

     

     (a)
      Borrower
      shall not (and shall not permit Parent to) amend, restate, supplement or
      otherwise modify the Liquidity Facility without Lender’s prior written consent,
      which consent may be granted or withheld in Lender’s sole discretion, provided,
      however, that if the proposed action would not increase the principal amount
      of
      the Liquidity Facility or otherwise materially change the economic terms of
      the
      Liquidity Facility and if Lender has obtained a Rating Confirmation with respect
      thereto, then Lender shall not unreasonably withhold its consent to the same.
      

     

    (b)  Notwithstanding
      the foregoing, Lender shall not withhold its consent to an increase in the
      principal balance of the Liquidity Facility or additional mezzanine financing
      from a Permitted Lender (“Additional
      Mezzanine Financing”)
      by an
      amount not to exceed $25,000,000.00 provided that: (a) no Event of Default
      exists as of the date thereof; (b) the proceeds thereof are contributed by
      Parent as a capital contribution to Borrower and used by Borrower to finance
      the
      addition of a ballroom facility; (c) Borrower has delivered evidence reasonably
      satisfactory to Lender that Cash Flow Available for Debt Service on a trailing
      twelve (12) month basis (tested as of the end of the fiscal period of Borrower
      then most recently ended as of the date of the proposed increase in the
      principal balance of the Liquidity Facility) is greater than $26,000,000; (d)
      Borrower shall deliver a new subordination and inter-creditor agreement (or
      reaffirmation or amendment to the existing subordination and inter-creditor
      agreement) executed by Liquidity Facility Lender and the Permitted Lender (if
      the Additional Mezzanine Financing is outstanding) in form and substance
      reasonably acceptable to Lender and approved by each of the Rating Agencies;
      (e)
      if the funding of the Additional Mezzanine Financing occurs after the first
      anniversary of the Closing Date, Lender has obtained a Rating Confirmation;
      (f)
      Borrower reimburses Lender for all costs reasonably incurred by Lender in
      processing the consent request, including, without limitation, reasonable legal
      fees and expenses and (g) the Additional Mezzanine Financing (i) is subordinate
      to, the Mortgage Loan and the Loan and (ii) cannot be a revolving line of
      credit. So long as any Obligations remain outstanding, the Liquidity Facility
      Lender shall continue to be a Permitted Lender. Lender acknowledges that if
      the
      Liquidity Facility Lender or any Marriott Entity provides the Additional
      Mezzanine Financing, Lender shall not unreasonably withhold its consent to
      Liquidity Facility Lender amending and restating the Liquidity Facility loan
      documents to be in substantially similar form (other than economic terms) to
      the
      Mezzanine Loan Documents. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.20  Permitted
      Encumbrance Documents.

     

    Borrower
      shall not permit Mortgage Borrower to amend, restate, supplement or otherwise
      modify (or consent to any of the foregoing), any Permitted Encumbrance Document
      without Lender’s prior written consent, which consent shall not be unreasonably
      withheld, conditioned or delayed.

     

    Section
      9.21  Notices.

     

     (a) Borrower
      shall give notice, or cause notice to be given, to Lender promptly upon the
      occurrence of: 

     

    (b)  (i)
      any
      default hereunder or under any other Loan Document or Mortgage Loan Document
      which, but for the giving of notice or passage of time, or both, would be an
      Event of Default; (ii) a Mortgage Loan Default; or (iii) a Mortgage Loan Event
      of Default;

     

    (c)  any
      default or event of default under any Contractual Obligation of Borrower, or,
      to
      the knowledge of Borrower, Mortgage Borrower, Lessee or Guarantor that could
      reasonably be expected to have a material adverse effect on Borrower, the
      ability of Borrower to perform its obligations under the Loan Documents or
      the
      rights and remedies of Lender under the Loan Documents;

     

    (d)  any
      litigation or proceeding affecting Borrower, Mortgage Borrower,
      Lessee or
      Guarantor, in which the amount involved in each case is $250,000 or more and
      not
      fully covered by insurance, or in which injunctive or similar relief is sought;
      or

     

    (e)  a
      change
      in the business, operations, property or financial or other condition or
      prospects of Borrower, Mortgage Borrower, Lessee \or
      Guarantor which could reasonably be expected to have a material adverse effect
      on Borrower, the ability of Borrower to perform its obligations under the Loan
      Documents or the rights and remedies of Lender under the Loan
      Documents.

     

    Section
      9.22  Special
      Distributions

     

    .
      On each
      date on which amounts are required to be disbursed to the Mezzanine Deposit
      Account pursuant to the terms of the Mezzanine Cash Management Agreement or
      are
      required to be paid to Lender under any of the Loan Documents, Borrower shall
      exercise its rights under the Mortgage Borrower Agreement to cause Mortgage
      Borrower to make to Borrower a distribution in an aggregate amount such that
      Lender shall receive the amount required to be disbursed to the Mezzanine
      Deposit Account or otherwise paid to Lender on such date. 

     

    Section
      9.23  Curing

     

    .
      Lender
      shall have the right, but shall not have the obligation, to exercise Borrower’s
      rights under the Mortgage Borrower Agreement (a) to cure a Mortgage Loan Default
      or Mortgage Loan Event of Default and (b) to satisfy any Liens, claims or
      judgments against the Property (except for Liens permitted by the Mortgage
      Loan
      Documents), unless Borrower or Mortgage Borrower shall be diligently pursuing
      remedies to cure any such Mortgage Loan Default or Mortgage Loan Event of
      Default or satisfy any such Lien, claim or judgment to Lender’s sole
      satisfaction. Borrower shall reimburse Lender on demand for any and all costs
      incurred by Lender in connection with curing any such Mortgage Loan Default
      or
      Mortgage Loan Event of Default or satisfying any Liens, claims or judgments
      against the Property.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.24  Mortgage
      Borrower Covenants

     

    .
      Borrower shall cause Mortgage Borrower to comply with all obligations with
      which
      Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement
      and
      all other Mortgage Loan Documents (including, without limitation, those certain
      covenants set forth in Article 9 of the Mortgage Loan Agreement) whether the
      Mortgage Loan has been repaid or the related Mortgage Loan Document has been
      otherwise terminated, unless otherwise consented to in writing by
      Lender.

     

    Section
      9.25  Limitation
      on Securities Issuances

     

    .
      None of
      Borrower or any of its Subsidiaries shall issue any membership or corporate
      interests or other securities other than those that have been issued as of
      the
      date hereof.

     

    Section
      9.26  Limitations
      on Distributions

     

    .
      Following the occurrence and during the continuance of an Event of Default,
      Borrower shall
      not
      make any distributions to its members.

     

    Section
      9.27  Other
      Limitations

     

    .
      Prior
      to the payment in full of the Debt, neither Borrower nor any of its Subsidiaries
      shall, without the prior written consent of Lender (which may be furnished
      or
      withheld at its sole and absolute discretion), give its consent or approval
      to
      any of the following actions or items:

     

    (a)  except
      as
      permitted by Lender herein (i) any refinance of the Mortgage Loan, (ii) any
      prepayment in full of the Mortgage Loan, (iii) any Transfer of the Property
      or
      any portion thereof, or (iv) any action in connection with or in furtherance
      of
      the foregoing (including, but not limited to, any defeasance of the Mortgage
      Loan);

     

    (b)  creating,
      incurring, assuming or suffering to exist any additional Liens on any portion
      of
      the Property except for Permitted Encumbrances.

     

    (c)  any
      modification, amendment, consolidation, spread, restatement, waiver or
      termination of any of the Mortgage Loan Documents; 

     

    (d)  approve
      the terms of any annual operating budget for the Property;

     

    (e)  the
      distribution to the partners, members or shareholders of Mortgage Borrower
      of
      property other than cash;

     

    (f)  except
      as
      set forth in an Approved Budget or as permitted under the Mortgage Loan
      Documents, any (i) improvement, renovation or refurbishment of all or any part
      of the Property to a materially higher standard or level than that of comparable
      properties in the same market segment and in the same geographical area as
      the
      Property, (ii) removal, demolition or material alteration of the improvements
      or
      equipment on the Property or (iii) material increase in the square footage
      or
      gross leasable area of the improvements on the Property if a material portion
      of
      any of the expenses in connection therewith are paid or incurred by Mortgage
      Borrower;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  any
      material change in the method of conduct of the business of Borrower or any
      of
      its Subsidiaries (including the entering into of an operating lease with respect
      to any hotel), such consent to be given in the sole discretion of the
      Lender;

     

    (h)  the
      settlement of any claim against Borrower or any of its Subsidiaries, other
      than
      a fully insured third party claim, in any amount greater than $250,000 (in
      the
      case of Borrower) or $250,000 (in the case of Mortgage Borrower), such consent
      to be given in the sole discretion of the Lender; or

     

    (i)  except
      as
      required by the Mortgage Loan Documents, any determination to restore the
      Property after a casualty or condemnation.

     

    ARTICLE
      10  

     

    


     

    NO
      TRANSFERS OR ENCUMBRANCES; DUE ON SALE

     

    Section
      10.01  Prohibition
      Against Transfers.

     

    Borrower
      shall not permit any Transfer to be undertaken or cause any Transfer to occur
      other than a Permitted Transfer, subject to the consent of Mezzanine Lender
      to
      the extent required under the Mezzanine Loan Documents. Any Transfer made in
      violation of this Agreement shall be void.

     

    Section
      10.02  Lender
      Approval.

     

    Lender’s
      decision to approve any Transfer proposed by Borrower for which approval is
      required shall be made in Lender’s reasonable discretion and upon Lender’s
      receipt of a Rating Agency Confirmation at Lender’s reasonable request. Lender
      shall not be obligated to approve any Transfer following Securitization without
      a Rating Confirmation. Borrower agrees to supply all information Lender may
      request to evaluate a Transfer, including, without limitation, information
      regarding the proposed transferee’s ownership structure, financial condition and
      management experience for comparable properties. Borrower acknowledges that
      Lender may impose conditions to its approval of a Transfer, including, without
      limitation, (i) no Event of Default, or an event which with the giving
      of
      notice or lapse of time or both could become an Event of Default, has occurred
      and is continuing, (ii) approval of the proposed transferee’s ownership
      structure, financial condition and management experience for comparable
      properties, (iii) payment of an assumption fee equal to one
      percent (1%) of the outstanding principal balance of the Loan,
      (iv) adding guarantors or changing the scope of the Guaranty (which
      may
      result in the release of the Marriott Guarantor and/or the CNL Guarantor, as
      applicable, from
      their obligations under the Guaranty pursuant to Section 3.12(c) of the
      Guaranty, provided
      Lender receives a Substitute Guaranty (as defined in the Guaranty) from a
      Substitute Guarantor (as defined in the Guaranty) approved by Lender pursuant
      to
      Section 3.12(a) of the Guaranty), (v) assumption in writing (acceptable
      to
      Lender in its sole discretion) by the transferee and a guarantor (which
      guarantor must be acceptable to Lender in its sole discretion) of all
      obligations of the transferor and Guarantor under the Loan Documents and/or
      Mortgage Loan Documents and execution and delivery of such other documentation
      as may be required by Lender and the Rating Agencies, (vi) delivery
      of a
      new substantive nonconsolidation opinion and other applicable opinions as
      reasonably required by Lender and the Rating Agencies, (vii) adjusting
      amounts required for the Reserve Accounts, (viii) obtaining Rating
      Confirmations and (ix) if applicable, that such Transfer has been approved
      under the Mortgage Loan Documents and all conditions set forth in the Mortgage
      Loan Documents relating thereto have been satisfied. Borrower agrees to pay
      all
      of Lender’s actual, reasonable expenses incurred in connection with reviewing
      and documenting a Transfer (including, without limitation, the costs of
      obtaining Rating Confirmations if required), which amounts must be paid by
      Borrower whether or not the proposed Transfer is approved. Upon Borrower’s
      failure to pay such amounts, and in addition to Lender’s remedies for Borrower’s
      failure to perform, the unpaid amounts shall be added to principal, shall bear
      interest at the Default Rate until paid in full, and payment of such amounts
      shall be secured by the Pledge Agreement and other collateral given to secure
      the Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      10.03  Refinancing

     

    .
      Borrower shall not consent to or permit a refinancing of the Mortgage Loan
      unless it obtains the prior consent of Lender, provided that Lender shall
      consent to a refinancing in full of the Mortgage Loan if, after considering
      the
      following factors, Lender determines in its reasonable discretion that such
      factors have been satisfied:

     

    


     

    (a)  no
      Event
      of Default or event which with the giving of notice and/or lapse of time would
      constitute an Event of Default under this Agreement shall have occurred and
      be
      continuing;

     

    (b)  the
      new
      mortgage loan including, without limitation, any successive refinancing (the
      “New
      Mortgage Loan”)
      shall
      have (A) an interest rate that is no higher than the current interest rate
      provided for under the Mortgage Loan (or in the event the Mortgage Loan is
      a
      floating rate loan, an interest rate that is benchmarked off the same index
      and
      with a spread over such index which is no greater than the then current spread
      applicable to the Mortgage Loan), as determined by Lender in its sole discretion
      (and shall provide for an interest rate cap substantially identical to the
      interest rate protection agreement entered into in connection with the Mortgage
      Loan), provided, however, that in connection with a permitted refinancing during
      the three (3) months prior to the Maturity Date the interest rate may be at
      the
      then prevailing market rate; (B) a principal balance that is no more than the
      balance of the Mortgage Loan on the date of the refinancing plus any advances
      made by the Mortgage Lender or the servicer of the Mortgage Loan in order to
      protect or preserve the Property or the lien of the Mortgage Loan Documents
      on
      the Property; provided, however, that in connection with a permitted refinancing
      during the three (3) months prior to the Maturity Date, the principal balance
      may also include reasonable and customary closing costs; (C) if the New Mortgage
      Loan provides for amortization, amortization payments not greater than that
      calculated on the basis of an equal monthly payment self liquidating twenty-nine
      (29) year loan using the initial interest rate for the permitted refinancing
      in
      question for such calculation; provided, however, that the amount of
      amortization may be greater than the amortization under the Mortgage Loan due
      to
      an increase in the principal balance as permitted under subsection (B) above;
      (D) a maturity date that is no earlier than that provided for under the Mortgage
      Loan at the time of the closing hereof; (E) no provisions providing for the
      payment of any additional interest, fees, participating interest or other
      similar equity feature; (F) no provision in which collateral not granted for
      the
      benefit of Mortgage Lender or otherwise encumbered with respect to the Mortgage
      Loan as of the date hereof is granted for the benefit of or with respect to
      the
      New Mortgage Loan; (G) no provision whereby the New Mortgage Loan is
      cross-defaulted with any other indebtedness (other than the Loan, if
      applicable); (H) reserves substantially the same as those maintained under
      the
      Mortgage Loan and a cash management and lockbox arrangement substantially
      similar to that maintained under the Mortgage Loan; and (I) no provisions that
      prohibit the prepayment of the New Mortgage Loan from and after the Open Date
      (as defined in the Mortgage Loan Agreement) without the payment of a prepayment
      premium or penalty that is greater than the prepayment premium or penalty
      required under the Mortgage Loan Agreement;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  the
      terms
      of the New Mortgage Loan shall permit the Loan, shall provide the same express
      rights to the Lender as the Mortgage Loan and shall not conflict with the terms
      of the Loan and the new mortgage lender shall enter into an inter-creditor
      agreement (or
      reaffirmation or amendment to the existing inter-creditor agreement)
with
      Lender, Liquidity
      Facility Lender and the Permitted Lender (if the Additional Mezzanine Financing
      is outstanding) in form and substance reasonably acceptable to Lender and
      approved by each of the Rating Agencies and Mortgage Lender.

     

    (d)  the
      Property may not be transferred in connection with such refinancing except
      pursuant to a Transfer made in accordance with Section 10.02 of this
      Agreement;

     

    (e)  Borrower
      shall pay all costs and expenses of Lender incurred in connection with any
      such
      refinancing, including, without limitation, reasonable fees and expenses of
      Lender’s counsel; 

     

    (f)  Borrower
      shall execute and deliver such amendments to this Agreement and the other Loan
      Documents as Lender may request in connection with such New Mortgage Loan;
      

     

    (g)  Lender
      shall have received such settlement statements, pay-off letters, opinions and
      other documentation as it may reasonably request in connection with such
      refinancing; and

     

    (h)  Lender
      shall have received at least thirty (30) days prior written notice of such
      refinancing.

     

    Upon
      the
      satisfaction of the foregoing, Borrower may permit or consent to a refinancing
      of the Mortgage Loan, whereupon such New Mortgage Loan shall be deemed to be
      the
      Mortgage Loan as defined herein.

     

    Section
      10.04  Anti-Terrorism
      Compliance.

     

    Notwithstanding
      anything to the contrary contained in this Section 10 no transfer (whether
      or not such transfer shall constitute a Transfer) shall be made to any Person
      on
      the OFAC list or shall result in any failure of Borrower to comply with
      Anti-Terrorism Laws.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      11  

     

    


     

    EVENTS
      OF DEFAULT; REMEDIES

     

    Section
      11.01  Events
      of Default.

     

    The
      occurrence of any one or more of the following events shall, at Lender’s option,
      constitute an “Event of Default” hereunder:

     

    (a)  If
      any
      payment of principal and interest (or interest if the Loan is interest-only)
      is
      not paid in full on or before the Payment Due Date on which such payment is
      due;

     

    (b)  If
      any
      monthly payment required to be made to a Reserve Account is not paid in full
      on
      or before the Payment Due Date on which such payment is due;

     

    (c)  If
      unpaid
      principal, accrued but unpaid interest and all other amounts outstanding under
      the Loan Documents are not paid in full on or before the Maturity
      Date;

     

    (d)  If
      an
“Event of Default” as that term is defined under any other Loan Document has
      occurred;

     

    (e)  If
      any
      representation or warranty made by Borrower or Guarantor herein, in the
      Guaranty, in the Environmental Indemnity or any other Loan Document, or any
      material representation or warranty made in any certificate, report, financial
      statement or other instrument or document furnished to Lender by or on behalf
      of
      Borrower in connection herewith or hereafter, or in connection with any request
      for consent by Lender made during the term of the Loan shall have been false
      or
      misleading in any material respect as of the date made;

     

    (f)  If
      Borrower or the Guarantor shall (i) make an assignment for the benefit
      of
      creditors; (ii) generally not be paying its debts as they become due;
      or
      (iii) admit in writing its inability to pay its debts as they become
      due;

     

    (g)  If
      (i) Borrower or the Guarantor shall commence any case, proceeding or
      other
      action under any existing or future law of any jurisdiction, domestic or
      foreign, relating to bankruptcy, insolvency, reorganization, conservatorship
      or
      relief of debtors (A) seeking to have an order for relief entered with
      respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
      reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
      composition or other relief with respect to it or its debts, or (B) seeking
      appointment of a receiver, trustee, custodian, conservator or other similar
      official for it or for all or any substantial part of its assets; or
      (ii) there shall be commenced against Borrower or the Guarantor any
      case,
      proceeding or other action of a nature referred to in clause (i) above by any
      party other than Lender which (A) results in the entry of an order for
      relief or any such adjudication or appointment, or (B) remains undismissed,
      undischarged or unbonded for a period of ninety (90) days; or
      (iii) there shall be commenced against Borrower or the Guarantor any
      case,
      proceeding or other action seeking issuance of a warrant of attachment,
      execution, distraint or similar process against all or any substantial part
      of
      its assets which results in the entry of any order for any such relief which
      shall not have been vacated, discharged, or stayed or bonded pending appeal
      within ninety (90) days from the entry thereof; or (iv) Borrower
      or
      the Guarantor shall take any action in furtherance of, or indicating its consent
      to, approval of, or acquiescence in, any of the acts set forth in
      clause (i), (ii), or (iii) above;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)  Any
      judgment for monetary damages is entered against Borrower or Lessee which,
      in
      Lender’s reasonable judgment, has a Material Adverse Effect or is not covered to
      Lender’s reasonable satisfaction by insurance proceeds;

     

    (i)  If
      Borrower violates or fails to comply in any material respect with any covenant
      contained in Article 7 of this Agreement (captioned: Single Purpose Entity
      Requirements) or if any representation or warranty contained in Article 7 of
      this Agreement shall have been false or misleading in any material respect
      as of
      the date made;

     

    (j)  If
      Borrower violates or fails to comply in all material respects with any of the
      provisions of Section 9.03 (captioned: Insurance), Section 9.06
      (captioned: Leases and Receipts), or Section 9.13 (captioned: Existence,
      Change of Name or Location as a Registered Organization);

     

    (k)  If
      a
      Transfer, other than a Permitted Transfer, occurs without Lender’s prior written
      consent or in violation of the terms of Lender’s consent;

     

    (l)  If
      a Lien
      other than a Permitted Encumbrance is filed against the Property, unless such
      Lien is promptly satisfied, or contested in good faith by Borrower as permitted
      in accordance with Section 9.02 (b);

     

    (m)  If
      a
      Proceeds Shortfall Failure shall occur;

     

    (n)  If
      any of
      Borrower or a Subsidiary of Borrower (as applicable) shall breach any of the
      terms of:

     

    (i)  Section
      2.05(d)(ii) (Payments upon Liquidation Event);

     

    (ii)  Section
      3.02 (Mezzanine Distributions);

     

    (iii)  Section
      4.2.2 (Liens);

     

    (iv)  Section
      9.13 (Material Agreements); 

     

    (v)  Section
      9.17 and/or 10.04 (Anti-Terrorism Laws);

     

    (vi)  Section
      9.18 (Special Distributions);

     

    (vii)  Section
      9.21 (Limitation on Securities Issuances);

     

    (viii)  Section
      9.22 (Limitation on Distributions);

     

    (ix)  Section
      9.23(a), (c), (d) or (e) (Other Limitations);

     

    (x)  Section
      10.01 (Limitations on Transfers); or

     

    (xi)  Section
      10.03 (Refinancing);

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (o)  if
      (i) any Rate Cap is terminated for any reason by Borrower or the Rate
      Cap
      Provider, (ii) the Rate Cap Provider defaults in the performance of
      its
      monetary obligations under the Rate Cap or (iii) Rate Cap Provider fails
      to
      satisfy the credit ratings requirements set forth in Section 2.07(c)
      hereof, and in each case, Borrower does not within ten (10) days after
      notice from Lender (a) replace such Rate Cap with a replacement Rate
      Cap
      which satisfies all of the requirements of Section 2.07 of this Agreement,
      and is otherwise in the same notional amount and LIBOR Strike Rate as the Rate
      Cap it is replacing and (b) deliver to Lender, in form and substance
      reasonably satisfactory to Lender (x) an assignment of such Rate Cap
      from
      the replacement Rate Cap Provider, (y) an acknowledgment and consent
      from
      such replacement Rate Cap Provider in substantially the same form as the Rate
      Cap Provider Consent delivered to Lender as of the Closing Date and (z) any
      other opinions or documents required pursuant to Section 2.07 of this
      Agreement;

     

    (p)  If
      any of
      the assumptions contained in the non-consolidation opinion delivered to Lender
      in connection with the Loan, or in any update thereof or additional
      non-consolidation opinion delivered subsequent to the closing of the Loan,
      is or
      shall become untrue in any material respect;

     

    (q)  If
      Borrower fails to pay the Prohibited Prepayment Fee when required;

     

    (r)  If
      (A)
      this Agreement, the Note or any other Loan Document shall, in whole or in part,
      terminate, cease to be effective or cease to be a legally valid, binding and
      enforceable obligation of Borrower; (B) Borrower or any Subsidiary of Borrower
      shall take any action in connection therewith or in furtherance thereof; or
      (C)
      any party to any Loan Document (other than the Lender) shall assert in writing
      that such document has ceased to be in full force and effect; or (D) the Liens
      created pursuant to any Loan Document shall cease to be a fully perfected
      enforceable first priority security interest or any portion of the Collateral
      is
      Transferred without Lender’s prior written consent; or

     

    (s)  If
      a
      Mortgage Loan Event of Default occurs; or

     

    (t)  Except
      for the specific defaults set forth in this Section 11.01, if any other
      default occurs hereunder or under any other Loan Document which is not cured
      (i) in the case of any default which can be cured by the payment of
      a sum
      of money, within five (5) days after written notice from Lender to
      Borrower, or (ii) in the case of any other default, within thirty (30)
      days after written notice from Lender to Borrower; provided that if a default
      under clause (ii) cannot reasonably be cured within such thirty (30)
      day period and Borrower has responsibly commenced to cure such default promptly
      upon notice thereof from Lender and thereafter diligently proceeds to cure
      same,
      such thirty (30) day period shall be extended for so long as it shall
      require Borrower, in the exercise of due diligence, to cure such default, but
      in
      no event shall the entire cure period be more than sixty (60)
      days.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      11.02  Remedies.

     

    If
      an
      Event of Default occurs, Lender may, at its option, and without prior notice
      or
      demand, do and hereby is authorized and empowered by Borrower so to do, any
      or
      all of the following:

     

    (a)  Acceleration.
      Lender
      may declare the entire unpaid principal balance of the Loan to be immediately
      due and payable. If such acceleration takes place prior to the Open Date, an
      amount equal to the Prohibited Prepayment Fee shall be added to balance of
      the
      Debt.

     

    (b)  Recovery
      of Unpaid Sums.
      Lender
      may, from time to time, take legal action to recover any sums as the same become
      due, without regard to whether or not the Loan shall be accelerated and without
      prejudice to Lender’s right thereafter to accelerate the Loan or exercise any
      other remedy, if such sums remain uncollected.

     

    (c)  Foreclosure.
      Lender
      may institute proceedings, judicial or otherwise, for the complete or partial
      foreclosure of the Pledge Agreement or the complete or partial sale of the
      Collateral under power of sale or under any applicable provision of law. In
      connection with any such proceeding, Lender may sell the Collateral as an
      entirety or in parts or units and at such times and place (at one or more sales)
      and upon such terms as it may deem expedient unless prohibited by law from
      so
      acting.

     

    (d)  Intentionally
      Deleted.

     

    (e)  Intentionally
      Deleted.

     

    (f)  UCC
      Remedies.
      Lender
      may exercise with respect to the Property, each right, power or remedy granted
      to a secured party under the UCC as enacted in the state or states applicable
      to
      any of the Collateral, including, without limitation, the right to foreclose
      upon the Collateral. Any notice of sale, disposition or other intended action
      by
      Lender with respect to the Collateral sent to Borrower in accordance with the
      provisions hereof at least ten (10) days prior to such action, shall
      constitute reasonable notice to Borrower. 

     

    (g)  Apply
      Funds in Reserve Accounts.
      Except
      as expressly provided under Section 4.01(h) of this Agreement, Lender may apply
      any funds then deposited in any or all of the Reserve Accounts and or otherwise
      held in escrow or reserve by Lender under the Loan Documents as a credit on
      to
      Loan, in such priority and proportion as Lender deems appropriate.

     

    (h)  Intentionally
      Deleted.
      

     

    (i)  Protection
      of Lender’s Security and Right to Cure.
      Lender
      may, without releasing Borrower from any obligation hereunder or waiving the
      Event of Default, perform the obligation which Borrower failed to perform in
      such manner and to such extent as Lender deems necessary to protect and preserve
      the Collateral and Lender’s interest therein, including without limitation
      (i) hiring and paying legal counsel, accountants, inspectors or
      consultants; and (ii) paying amounts which Borrower failed to pay. Amounts
      disbursed by Lender shall be added to the Loan, shall be immediately due and
      payable, and shall bear interest at the Default Rate from the date of
      disbursement until paid in full.

     

    (j)  Intentionally
      Deleted.
      

     

    (k)  Intentionally
      Deleted.
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (l)  Cooperation.
      Upon
      the request of Lender (or its nominees and successors and assigns) in connection
      with a foreclosure, deed in lieu of foreclosure of other acquisition of the
      Property or any part thereof resulting from an Event of Default, Borrower shall,
      and shall cause Mortgage Borrower to cause Property Manager to, cooperate with
      Lender (and its nominees and successors and assigns) in (i) the transfer
      to
      Lender (or such nominee, successor or assign) of any licenses and permits
      (including without limitation liquor licenses) necessary or appropriate for
      the
      operation of the Property; (ii) the obtaining by Lender (or such nominee,
      successor or assign) of any licenses and permits (including without limitation
      liquor licenses) necessary or appropriate for the operation of the Property;
      and
      (iii) the continuation by Mortgage Borrower and Property Manager, as
      applicable, of any existing licenses and permits (including without limitation
      liquor licenses) and/or arrangements for liquor sales and service to be
      conducted by third party venders, under catering licenses or otherwise, until
      new licenses and permits are obtained.

     

    Section
      11.03  Cumulative
      Remedies; No Waiver; Other Security.

     

    Lender’s
      remedies under this Agreement are cumulative (whether set forth in this Article
      11 or in any other Section of this Agreement) with those in the other Loan
      Documents and otherwise permitted by law or in equity and may be exercised
      independently, concurrently or successively in Lender’s sole discretion and as
      often as occasion therefor shall arise. Lender’s delay or failure to accelerate
      the Loan or exercise any other remedy upon the occurrence of an Event of Default
      shall not be deemed a waiver of such right as remedy. No partial exercise by
      Lender of any right or remedy will preclude further exercise thereof. Notice
      or
      demand given to Borrower in any instance will not entitle Borrower to notice
      or
      demand in similar or other circumstances (except where notice is expressly
      required by this Agreement to be given) nor constitute Lender’s waiver of its
      right to take any future action in any circumstance without notice or demand.
      Lender may release security for the Loan, may release any party liable therefor,
      may grant extensions, renewals or forbearances with respect thereto, may accept
      a partial or past due payment or grant other indulgences, or may apply any
      other
      security held by it to payment of the Loan, in each case without prejudice
      to
      its rights under the Loan Documents and without such action being deemed an
      accord and satisfaction or a reinstatement of the Loan. Lender will not be
      deemed as a consequence of its delay or failure to act, or any forbearance
      granted, to have waived or be estopped from exercising any of its rights or
      remedies.

     

    Section
      11.04  Enforcement
      Costs.

     

    Borrower
      shall pay, on written demand by Lender all costs incurred by Lender in
      (a) collecting any amount payable under the Loan Documents, or
      (b) enforcing its rights under the Loan Documents, in each case whether
      or
      not legal proceedings are commenced or whether legal action is pursued to final
      judgment. Such fees and expenses include, without limitation, reasonable fees
      for attorneys, paralegals, law clerks and other hired professionals, a
      reasonable assessment of the cost of services performed by Lender’s default
      management staff, court fees, costs incurred in connection with pre-trial,
      trial
      and appellate level proceedings, including discovery, and costs incurred in
      post-judgment collection efforts or in any bankruptcy proceeding. Amounts
      incurred by Lender shall be added to principal, shall be immediately due and
      payable, shall bear interest at the Default Rate from the date of disbursement
      until paid in full, if not paid in full within five (5) days after Lender’s
      written demand for payment, and such amounts shall be secured by the Pledge
      Agreement and other collateral given to secure the Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      11.05  Power
      of Attorney.

     

    For
      the
      purpose of carrying out the provisions and exercising the rights, powers and
      privileges granted in Section 11.02, Borrower hereby irrevocably
      constitutes and appoints the Lender its true and lawful attorney-in-fact to
      execute, acknowledge and deliver any instruments and do and perform any acts
      such as are referred to in Section 11.02 in the name and on behalf of
      Borrower. This power of attorney is a power coupled with an interest and cannot
      be revoked.

     

    ARTICLE
      12  

     

    


     

    NONRECOURSE
      - LIMITATIONS ON PERSONAL LIABILITY

     

    Section
      12.01  Nonrecourse
      Obligation.

     

    Except
      as
      otherwise provided in this Article 12, Section 15.05 or expressly stated
      in
      any of the other Loan Documents, Lender shall enforce the liability of Borrower
      to perform and observe the obligations contained in this Agreement and in each
      other Loan Document only against the Collateral and other collateral given
      by
      Borrower as security for payment of the Loan and performance of Borrower’s
      obligations under the Loan Documents and not against Borrower or any of
      Borrower’s principals, directors, officers or employees. Notwithstanding the
      foregoing, this Article 12 is not applicable to the Environmental Indemnity
      or
      to any Guaranty executed in connection herewith.

     

    Section
      12.02  Personal
      Liability for Certain Losses.

     

    Section 12.01
      above SHALL NOT APPLY and Borrower shall be PERSONALLY LIABLE for all losses,
      claims, expenses or other liabilities incurred by Lender arising out of, or
      attributable to, any of the following:

     

    (a)  Fraud
      or
      material misrepresentation or failure to disclose a material fact by Borrower,
      Guarantor or any of their respective Affiliates in connection with (i) the
      application for the Loan or the execution and delivery of the Loan Documents
      or
      making of the Loan, (ii) any financial statement or any other material
      certificate, report or document required to be furnished by Borrower to Lender
      herewith or hereafter, or (iii) any request for Lender’s consent made
      during the term of the Loan;

     

    (b)  Borrower’s
      or Mortgage Borrower’s misapplication or misappropriation of any Net Liquidation
      Proceeds After Debt Service or other amount due to Lender or any Rents following
      an Event of Default;

     

    (c)  Fees
      or
      commissions paid by Borrower or Mortgage Borrower, after the occurrence and
      during the continuance of an Event of Default, to the Guarantor, any Affiliate,
      or any principal of Borrower, the Guarantor or Affiliate, in violation of the
      Loan Documents; notwithstanding anything in this Agreement to the contrary,
      Borrower shall be entitled to pay any fees or commissions due to the Property
      Manager pursuant to the Property Manager Contracts after the occurrence and
      during the continuance of an Event of Default, in violation of the Loan
      Documents;

     

    (d)  Damage
      to
      or loss of all or any part of the Property as a result of physical waste, gross
      negligence or willful misconduct by Borrower, Mortgage Borrower or either of
      their agents;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (e)  Criminal
      acts of Borrower or any principal of Borrower or Mortgage Borrower resulting
      in
      the seizure, forfeiture or loss of all or any part of the Property or the
      Collateral;

     

    (f)  Removal
      by Borrower of all or any portion of the Personal Property in violation of
      the
      Loan Agreement;

     

    (g)  Removal
      or disposal of any portion of the Collateral after an Event of Default;
      and

     

    (h)  Any
      breach of any representation, warranty or covenant contained in Section 4 of
      the
      Pledge Agreement.

     

    Section
      12.03  Full
      Personal Liability.

     

    Section 12.01
      above shall BECOME NULL AND VOID and the Loan FULLY RECOURSE to Borrower if:
      (a) Borrower, Parent, or DRR Junior Mezz LLC voluntarily and materially
      violate any provision of Article 10 hereof; (b) if CNL or any CNL Entity
      voluntarily and materially violates any provision of Article 10 hereof;
      (c) if Marriott or any Marriott Entity voluntarily and materially violates
      any provision of Article 10 hereof; (d) Borrower fails to comply with
      any
      covenant contained in Article 7 hereof or Section 9.13 hereof or is
      in
      breach of any representation contained in Article 7 hereof and such failure
      or
      breach is not timely or effectively cured and causes Borrower to no longer
      be a
      bankruptcy remote special purpose entity under applicable Rating Agency
      criteria; (e) the Property or the Collateral or any part thereof becomes
      an
      asset in a voluntary bankruptcy or other voluntary insolvency proceeding filed
      by Borrower or any of its Affiliates; (f) Borrower or Mortgage Borrower
      voluntarily commences a bankruptcy or other insolvency proceeding; or
      (g) Borrower, Mortgage Borrower, Guarantor or any Affiliate or agent
      of
      (x) Borrower, (y) Mortgage Borrower or (z) Guarantor has
      acted in
      concert with, colluded or conspired with any party to cause the filing of any
      involuntary bankruptcy or other insolvency proceeding against Borrower or
      Mortgage Borrower. Solely for purposes of Section 12.03(a), (b) and (c) above,
      a
      mechanics lien shall not be deemed to be a violation of Article 10 hereof.
      

     

    Section
      12.04  No
      Impairment.

     

    Nothing
      contained in this Article 12 shall impair, release or otherwise adversely
      affect: (a) any lien, assignment or security interest created by the
      Loan
      Documents; (b) any indemnity, personal guaranty, master lease or similar
      instrument now or hereafter made in connection with the Loan (including, without
      limitation, the Environmental Indemnity and Guaranty); (c) Lender’s right
      to name Borrower as a defendant in any foreclosure action or judicial sale
      under
      the Pledge Agreement or other Loan Documents or in any action for specific
      performance or otherwise to enable Lender to enforce obligations under the
      Loan
      Documents or to realize upon Lender’s interest in any collateral given to Lender
      as security for the Loan; or (d) Lender’s right to a judgment on the Note
      against Borrower if necessary to enforce any guaranty or indemnity provided
      in
      connection with the Note; provided, however, that any judgment obtained against
      Borrower shall, except to the extent otherwise expressly provided in this
      Article 12, be enforceable against Borrower only to the extent of Borrower’s
      interest in the Collateral and other collateral securing payment of the Loan
      and
      performance of Borrower’s obligations under the Loan Documents.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      12.05  No
      Waiver of Certain Rights.

     

    Nothing
      contained in this Article 12 shall be deemed a waiver of any right which Lender
      may have under the Bankruptcy Code or applicable law to protect and pursue
      its
      rights under the Loan Documents including, without limitation, its rights under
      Sections 506(a) or any other provision of the Bankruptcy Code to file a claim
      for the full amount of the Loan or to require that the collateral continues
      to
      secure all of the indebtedness owing to Lender under Loan
      Documents.

     

    ARTICLE
      13  

     

    


     

    INDEMNIFICATION

     

    Section
      13.01  Indemnification
      Against Claims.

     

    Borrower
      shall indemnify, defend, release and hold harmless Lender and each of the other
      Indemnified Parties from and against any and all Losses directly or indirectly
      arising out of, or in any way relating to, or as a result of (a) any
      breach
      by Borrower of its obligations under, or any material misrepresentation by
      Borrower contained in, this Agreement or the other Loan Documents; (b) the
      use or intended use of the proceeds of the Loan; (c) any and all claims
      and
      demands whatsoever which may be asserted against Lender by reason of any alleged
      obligations or undertakings on its part to perform or discharge the lessor’s
      agreements contained in any Lease; or (d) any claim, litigation,
      investigation or proceeding commenced or threatened relating to any of the
      foregoing, whether or not Indemnified Party is a party thereto; provided,
      however, any such indemnity shall not apply to any Indemnified Party to the
      extent any such Losses arise from Indemnified Party’s gross negligence or
      willful misconduct (collectively, “Indemnified
      Claims”).

     

    Section
      13.02  Duty
      to Defend.

     

    If
      an
      Indemnified Party claims indemnification under this Agreement, the Indemnified
      Party shall promptly notify Borrower of the Indemnified Claim. After notice
      by
      any Indemnified Party, Borrower shall defend such Indemnified Party against
      such
      Indemnified Claim (if requested by any Indemnified Party, in the name of the
      Indemnified Party) by attorneys and other professionals reasonably approved,
      in
      writing, by the Indemnified Party. Notwithstanding the foregoing, any
      Indemnified Party may, in its sole discretion and at the expense of Borrower,
      engage its own attorneys and other professionals to defend or assist it if
      such
      Indemnified Party determines that the defense as conducted by Borrower is not
      proceeding or being conducted in a satisfactory manner or that a conflict of
      interest exists between any of the parties represented by Borrower’s counsel in
      such action or proceeding. Within five (5) business days of Indemnified
      Party’s demand, Borrower shall pay or, in the sole discretion of the Indemnified
      Party, reimburse, the Indemnified Party for the payment of Indemnified Party’s
      costs and expenses (including, without limitation, reasonable attorney fees,
      engineer fees, environmental consultant fees, laboratory fees and other
      professionals in connection therewith) in connection with the Indemnified Claim.
      Payment not made timely shall bear interest at the Default Rate until paid
      in
      full and payment of such amounts shall be secured by the Pledge Agreement and
      other collateral given to secure the Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      14  

     

    


     

    SUBROGATION;
      NO USURY VIOLATIONS

     

    Section
      14.01  Subrogation.

     

    If
      the
      Loan is used to pay, satisfy, discharge, extend or renew any indebtedness
      secured by a pre-existing pledge or other Lien encumbering the Collateral,
      then
      to the extent of funds so used, Lender shall automatically, and without further
      action on its part, be subrogated to all rights, including lien priority, held
      by the holder of the indebtedness secured by such prior Lien, whether or not
      the
      prior Lien is released, and such former rights are not waived but rather are
      continued in full force and effect in favor of Lender and are merged with the
      Liens created in favor of Lender as security for payment of the Loan and
      performance of the Obligations.

     

    Section
      14.02  No
      Usury.

     

    At
      no
      time is Borrower required to pay interest on the Loan or on any other payment
      due hereunder or under any of the other Loan Documents (or to make any other
      payment deemed by law or by a court of competent jurisdiction to be interest)
      at
      a rate which would subject Lender either to civil or criminal liability as
      a
      result of being in excess of the maximum interest rate which Borrower is
      permitted by applicable law to pay. If interest (or such other amount deemed
      to
      be interest) paid or payable by Borrower is deemed to exceed such maximum rate,
      then the amount to be paid immediately shall be reduced to such maximum rate
      and
      thereafter computed at such maximum rate. All previous payments in excess of
      such maximum rate shall be deemed to have been payments of principal (in inverse
      order of maturity) and not on account of interest due hereunder. For purposes
      of
      determining whether any applicable usury law has been violated, all payments
      deemed by law or a court of competent jurisdiction to be interest shall, to
      the
      extent permitted by applicable law, be deemed to be amortized, prorated,
      allocated and spread over the full term of the Loan in such manner so that
      interest is computed at a rate throughout the full term of the Loan which does
      not exceed the maximum lawful rate of interest.

     

    ARTICLE
      15  

     

    


     

    SALE
      OR SECURITIZATION OF LOAN

     

    Section
      15.01  Splitting
      the Note.

     

    Lender
      has the right from time to time to sever the Note into one or more separate
      promissory notes in such denominations as Lender determines in its sole
      discretion, which promissory notes may be included in separate sales or
      securitizations undertaken by Lender. In conjunction with any such action,
      Lender may redefine the interest rate; provided, however, that the initial
      weighted average of the interest rates contained in the severed promissory
      notes
      taken in the aggregate shall equal the Applicable Interest Rate. Subject to
      the
      foregoing, each severed promissory note, and the Loan evidenced thereby, shall
      be upon all of the terms and provisions contained in this Agreement and the
      Loan
      Documents which continue in full force and effect, except that Lender may
      allocate specific collateral given for the Loan as security for performance
      of
      specific promissory notes, in each case with or without cross default
      provisions. Borrower, at Lender’s expense, agrees to cooperate with all
      reasonable requests of Lender to accomplish the foregoing, including, without
      limitation, execution and prompt delivery to Lender of a severance agreement
      and
      such other documents as Lender shall reasonably require; Borrower’s failure to
      deliver any of the documents requested by Lender hereunder for a period of
      ten
      (10) business days after such notice by Lender shall, at Lender’s option,
      constitute an Event of Default hereunder.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      15.02  Reallocation
      of Loan Amounts and Modification of Interest Rates.

     

    Lender,
      at its sole cost and expense, without in any way limiting Lender’s other rights
      hereunder, in its sole and absolute discretion, shall have the right at any
      time
      prior to Securitization (A) to reallocate the amount of the Loan and the
      Mortgage Loan and/or (B) to establish different interest rates for each of
      the
      Loan and the Mezzanine Loan, provided that (i) the aggregate principal amount
      of
      the Loan and the Mortgage Loan immediately following such reallocation or
      modification, as applicable, shall equal the outstanding aggregate principal
      balance of the Loan and the Mortgage Loan immediately prior to such reallocation
      or modification, as applicable, and (ii) the weighted average interest rate
      of
      the Loan and the Mortgage Loan immediately following such reallocation or
      modification, as applicable, shall equal the weighted average interest rate
      which was applicable to the Loan and the Mortgage Loan immediately prior to
      such
      reallocation or modification, as applicable. Borrower, at no material expense
      to
      Borrower, agrees to cooperate with all reasonable requests of Lender to
      accomplish the foregoing, including, without limitation, execution and prompt
      delivery to Lender of such documents as Lender and any Rating Agency shall
      reasonably require. Borrower’s failure to deliver any of the documents requested
      by Lender hereunder for a period of ten (10) business days after such notice
      by
      Lender shall, at Lender’s option, constitute an Event of Default hereunder.


     

    Section
      15.03  Lender’s
      Rights to Sell or Securitize.

     

    Borrower
      acknowledges that Lender, and each successor to Lender’s interest, may (without
      prior notice to Borrower or Borrower’s prior consent), sell or grant
      participations in the Loan (or any part thereof), sell or subcontract the
      servicing rights related to the Loan, Securitize the Loan or include the Loan
      as
      part of a Securitization and, in connection therewith, assign Lender’s rights
      hereunder to a securitization trustee. Borrower agrees to cooperate with all
      reasonable requests of Lender in connection with any of the foregoing including,
      without limitation, executing any financing statements or other documents deemed
      necessary by Lender or its transferee to create, perfect or preserve the rights
      and interest to be acquired by such transferee, provide any updated financial
      information with appropriate verification through auditors letters, revised
      organizational documents (provided such revisions do not effect distributions
      or
      other economic terms) and counsel opinions satisfactory to the Rating Agencies,
      execute amendments to the Loan Documents (subject to the limitations set forth
      in Section 15.01 above), and review information contained in a preliminary
      or final private placement memorandum, prospectus, prospectus supplements or
      other disclosure document and such other information about Borrower, Mortgage
      Borrower, Guarantor or the Property as Lender may require for Lender’s offering
      materials.

     

    Section
      15.04  Dissemination
      of Information.

     

    Borrower
      acknowledges that Lender may provide to third parties with an existing or
      prospective interest in the servicing, enforcement, evaluation, performance,
      ownership, purchase, participation or Securitization of the Loan, including,
      without limitation, any Rating Agency and any entity maintaining databases
      on
      the underwriting and performance of commercial mortgage loans, any and all
      information which Lender now has or may hereafter acquire relating to the Loan,
      the Property, Borrower, Mortgage Borrower or Guarantor, as Lender determines
      necessary or desirable and that such information may be included in disclosure
      documents (the “Disclosure
      Documents”)
      in
      connection with a Securitization or syndication of participation interests,
      including, without limitation, a prospectus, prospectus supplement, offering
      memorandum, private placement memorandum or similar document and also may be
      included in filing with the Securities and Exchange Commission pursuant to
      the
      Securities Act or the Securities Exchange Act. To the fullest extent permitted
      under applicable law, Borrower irrevocably waives all rights, if any, to
      prohibit such disclosure, including, without limitation, any right of
      privacy.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      15.05  Securitization
      Indemnification.

     

    (a)  
      Borrower
      and Guarantor agree to provide in connection with each Disclosure Document,
      an
      indemnification certificate: (a) certifying that any and all financial
      and
      similar information provided at any time by Borrower, Mortgage Borrower or
      Guarantor with respect to any of them or the Property (the “Provided
      Information”)
      included within the sections of the Disclosure Document entitled “Special
      Considerations,”“Risk Factors,”“Certain Legal Aspects of the Mortgage
      Loan,”“Description of the Mortgage Loan and Mortgaged Property,”“Description of
      the Mortgages,”“The Manager,” and/or “The Borrower,” and all sections relating
      specifically to Borrower, Mortgage Borrower, Guarantor, their respective
      Affiliates, the Loan, the Loan Documents, the Collateral and the Property,
      and
      that, to the best of such indemnitor’s knowledge, such sections (and any other
      sections reasonably requested) (to the extent such information relates to or
      includes any Provided Information (the “Covered
      Disclosure Information”))
      do
      not contain any untrue statement of a material fact with respect to Borrower,
      Guarantor, their respective Affiliates, the Loan, the Loan Documents and the
      Property; (b) indemnifying Lender (and for purposes of this
      Section 15.05, Lender shall include its officers and directors) and
      the
      Affiliate of Lender that (i) has filed the registration statement, if
      any,
      relating to the Securitization and/or (ii) which is acting as issuer,
      depositor, sponsor and/or a similar capacity with respect to the Securitization
      (any Person described in (i) or (ii), an “Issuer
      Person”),
      and
      each director and officer of any Issuer Person, and each Person or entity who
      controls any Issuer Person within the meaning of Section 15 of the
      Securities Act or Section 20 of the Securities Exchange Act (collectively,
      “Issuer
      Group”),
      and
      each Person which is acting as an underwriter, manager, placement agent, initial
      purchaser or similar capacity with respect to the Securitization, each of its
      directors and officers and each Person who controls any such Person within
      the
      meaning of Section 15 of the Securities Act or Section 20 of
      the
      Securities Exchange Act which is acting as an underwriter, manager, placement
      agent, initial purchaser or similar capacity with respect to the Securitization,
      each of its directors and officers and each Person who controls any such Person
      within the meaning of Section 15 of the Securities Act and Section 20
      of the Securities Exchange Act (collectively, “Underwriter
      Group”)
      for
      any Losses to which Lender, the Issuer Group or the Underwriter Group may become
      subject insofar as the Losses arise out of or are based upon any untrue
      statement of any material fact contained in the Covered Disclosure Information
      or arise out of or are based upon the omission or alleged omission to state
      in
      the Covered Disclosure Information a material fact required to be stated in
      such
      sections necessary in order to make the statements in such sections or in light
      of the circumstances under which they were made, not misleading (collectively,
      “Securities
      Liabilities”);
      and
      (c) agreeing to reimburse Lender, the Issuer Group and the Underwriter
      Group for any legal or other expenses reasonably incurred by Lender, the Issuer
      Group and the Underwriter Group in investigating or defending the Securities
      Liabilities; provided, however, that indemnitor will be liable under
      clauses (b) or (c) above only to the extent that such Securities
      Liabilities arise out of, or are based upon, any such untrue statement made
      therein in reliance upon, and in conformity with, information furnished to
      Lender or any member of the Issuer Group or Underwriter Group by or on behalf
      of
      Borrower or Guarantor in connection with the preparation of the Disclosure
      Documents or in connection with the underwriting of the Loan, including, without
      limitation, financial statements of Borrower, Mortgage Borrower or Guarantor,
      and operating statements, rent rolls, environmental site assessment reports
      and
      property condition reports with respect to the Property. This indemnity is
      in
      addition to any liability which Borrower may otherwise have and shall be
      effective whether or not an indemnification certificate described in
      (a) above is provided and shall be applicable based on information
      previously provided by or on behalf of Borrower or Guarantor if the
      indemnification certificate is not provided.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      16  

     

    


     

    BORROWER’S
      FURTHER ACTS AND ASSURANCES;

     

    PAYMENT
      OF SECURITY; RECORDING CHARGES

     

    Section
      16.01  Further
      Acts.

     

    Borrower,
      at Borrower’s expense, agrees to take such further actions and execute such
      further documents as Lender reasonably may request to carry out the intent
      of
      the Loan Documents or to establish and protect the rights and remedies created
      or intended to be created in favor of Lender under the Loan Documents or to
      protect the value of the Collateral and Lender’s security interest or liens
      therein. Borrower agrees to pay all filing, registration or recording fees
      or
      taxes, and all expenses incident to the preparation, execution, acknowledgment,
      or filing/recording of the financing statements or any such instrument of
      further assurance, except where prohibited by law so to do.

     

    Section
      16.02  Replacement
      Documents.

     

    Upon
      receipt of an affidavit from an officer of Lender as to the loss, theft,
      destruction or mutilation of the Note or any other Loan Document which is not
      of
      public record, and, in the case of any such mutilation, upon surrender and
      cancellation of such document, Borrower will issue a replacement original in
      lieu thereof in the same original principal amount and otherwise on the same
      terms and conditions as the original.

     

    Section
      16.03  Borrower
      Estoppel Certificates.

     

    (a)  Borrower
      Information.
      Borrower, within fifteen (15) days after Lender’s written request, but not
      more frequently than twice annually, shall furnish to Lender or Lender’s
      designee a statement, duly acknowledged and certified by a Responsible Officer,
      setting forth: (i) the Maximum Loan Amount and the amount of principal
      advanced as of the certificate date; (ii) the unpaid principal amount
      of
      the Loan; (iii) the calculation of the rate of interest accruing on
      the
      Loan, including the then Applicable Interest Rate; (iv) the Payment
      Due
      Date, the Maturity Date, any unexercised rights to extend the Maturity Date
      and
      any exercised extension of the Maturity Date, if any; (v) the date
      installments of interest and/or principal were last paid; (vi) that,
      except
      as provided in such statement, no defaults or events exists which would be
      an
      Event of Default with the giving of any applicable notice or the expiration
      of
      any applicable grace or cure period or both; (vii) that the Loan Documents
      are valid, legal and binding obligations and have not been modified or, if
      modified, giving the particulars of such modification; and (viii) whether
      any offsets or defenses exist against Borrower’s obligation to pay the Loan and
      perform the Obligations and, if any are alleged to exist, a detailed description
      thereof.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Tenant
      Estoppels.
      Borrower shall cause Mortgage Borrower to use commercially reasonable efforts
      to
      deliver to Lender (provided no Event of Default exists, not more than two (2)
      times in any twelve (12) month period), promptly upon Lender’s written request
      (but in any event no later than fifteen (15) business days following
      Lender’s request), duly executed estoppel certificates from tenants identified
      by Lender attesting to such facts regarding a tenant’s non-residential Lease as
      Lender may require, including, without limitation: (i) that the Lease
      is in
      full force and effect with no defaults thereunder on the part of any party,
      and
      no event exists that would be an event of default thereunder with giving of
      any
      applicable notice or the expiration of any applicable grace or cure period
      or
      both; (ii) that none of the Rents have been paid more than one month in advance,
      except as a security deposit; and (iii) that the tenant claims no defense
      or offset against the full and timely performance of its obligations under
      the
      Lease.

     

    (c)  Lender
      Statement of Loan Information.
      After
      written request by Borrower not more than twice annually, Lender shall furnish
      Borrower a statement setting forth: (i) the original Maximum Loan Amount
      and the amount of principal advanced by Lender as of the certificate date;
      (ii) the unpaid principal amount of the Loan; (iii) the rate
      of
      interest accruing on the Loan, including the then Applicable Interest Rate;
      and
      (iv) the balance of amounts held in the Reserve Accounts, if
      any.

     

    Section
      16.04  Recording
      Costs.

     

    Borrower
      will pay all transfer taxes, filing, registration, recording or similar fees,
      and all expenses incident to the preparation, execution, acknowledgment,
      recording, filing and/or release or discharge of the Note, the Pledge Agreement,
      the financing statements and each of the other Loan Documents, and all
      modifications, extensions, consolidations, or restatements of the same, except
      where prohibited by law so to do.

     

    Section
      16.05  Intentionally
      Deleted

     

    .
      

     

    Section
      16.06  Certain
      Additional Rights of Lender (VCOC).

     

    Notwithstanding
      anything to the contrary which may be contained in this Agreement, Lender shall
      have:

     

    (a)  the
      right, in accordance with the terms of this Agreement (i) to consult
      with
      and advise Borrower regarding the business operation of the Property, and the
      financial and other conditions of Borrower or the Property, with Borrower’s
      officers, employees, directors and managers, (ii) to discuss with Borrower
      any significant business issues involved in negotiating a plan of reorganization
      for Borrower, including Borrower’s proposed reorganization plans and operating
      plans for proceeding following such plan of reorganization coming into effect,
      and (iii) to request from Borrower such forecasts, projections and other
      financial and business data as Lender may deem reasonably appropriate; provided,
      however, that such consultations shall not include discussions of environmental
      compliance programs or disposal of hazardous substances and not result in any
      change in Borrower’s course of action. Consultation meetings should occur on a
      regular basis (no less frequently than quarterly) with Lender having the right
      to call special meeting at any reasonable time;

     

    (b)  the
      right, in accordance with the terms of this Agreement, to examine the books
      and
      records of Borrower at any time upon reasonable notice;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  the
      right, in accordance with the terms of this Agreement, to receive monthly,
      quarterly and year-end financial reports, including balance sheets, statements
      of income, shareholders’ equity and cash flow, a management report and schedules
      of outstanding indebtedness; provided, however, that if Lender or any other
      party entitled to receive the aforementioned financial reporting materials
      does
      not receive the requested materials as provided herein, Lender or such other
      requesting party shall first request such materials from the servicer of the
      Loan and, if the servicer does not deliver to Lender or such other requesting
      party the requested materials, then the Person(s) permitted to act under this
      Section 16.07 shall be entitled to request such information directly
      from
      Borrower.

     

    (d)  The
      rights described in this Section 16.07 may be exercised by any Person
      which
      owns (i) directly or indirectly, substantially all of the interests
      in
      Lender, (ii) a participation interest in the Loan or (iii) directly
      or
      indirectly, substantially all of the interests in the holder of any such
      participation interest (it being intended that any such Person described in
      clauses (i), (ii) and (iii) of this sentence is intended to be a third
      party beneficiary of the rights granted under this Section 16.07, with
      the
      direct right to enforce such rights against Borrower, notwithstanding any
      provisions of this Agreement to the contrary).

     

    ARTICLE
      17  

     

    


     

    LENDER
      CONSENT

     

    Section
      17.01  No
      Joint Venture; No Third Party Beneficiaries.

     

    Borrower
      and Lender intend that the relationships created hereunder and under each of
      the
      other Loan Documents are solely those of Borrower and lender. Nothing herein
      or
      in any of the other Loan Documents is intended to create, nor shall it be
      construed as creating anything but a debtor-creditor relationship between
      Borrower and Lender nor shall they be deemed to confer on anyone other than
      Lender, and its successors and assigns, any right to insist upon or to enforce
      the performance or observance of any of the obligations contained herein or
      therein.

     

    Section
      17.02  Lender
      Approval.

     

    Wherever
      pursuant to a Loan Document (a) Lender exercises any right to approve
      or
      disapprove or to grant or withhold consent; (b) any arrangement or term
      is
      to be satisfactory to Lender; (c) a waiver is requested from Lender,
      or
      (d) any other decision is to be made by Lender, all shall be made in
      Lender’s sole discretion, unless expressly provided otherwise in such Loan
      Document. By approving or granting consent, accepting performance from Borrower,
      or releasing funds from a Reserve Account, Lender shall not be deemed to have
      warranted or affirmed the sufficiency, completeness, legality or effectiveness
      of the subject matter or of Borrower’s compliance with Requirements of Laws.
      Notwithstanding any provision under the Loan Documents which provide Lender
      the
      opportunity to approve or disapprove any action or decision by Borrower, Lender
      is not undertaking the performance of any obligation of Borrower under any
      of
      the Loan Documents or any of the other documents and agreements in connection
      with this transaction (including, without limitation, the Leases, if
      any).

     

    Section
      17.03  Performance
      at Borrower’s Expense.

     

    Borrower
      acknowledges and agrees that in connection with each request by Borrower to:
      (a) modify or waive any provision of the Loan Documents; or (b) obtain
      Lender’s approval or consent whenever required by the Loan Documents including,
      without limitation, review of a Transfer request, Lender reserves the right
      to
      collect a review or processing fee from Borrower based on a reasonable estimate
      of the administrative costs which Lender will incur to connection therewith.
      Borrower agrees to pay such fee along with all reasonable legal fees and
      expenses incurred by Lender and the fees required for a Rating Confirmation
      or
      approval from the trustee if the Loan has been Securitized, as applicable,
      irrespective of whether the matter is approved, denied or withdrawn. Any amounts
      payable by Borrower hereunder, shall be deemed a part of the Loan, shall be
      secured by this Agreement and shall bear interest at the Default Rate if not
      fully paid within ten (10) days of written demand for payment.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      18  

     

    


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      18.01  Notices.

     

    All
      notices and other communications under this Agreement are to be in writing
      and
      addressed to each party as set forth below. Default or demand notices shall
      be
      deemed to have been duly given upon the earlier of: (a) actual receipt;
      or
      (b) upon attempted delivery after having been timely deposited for
      overnight delivery, fee prepaid, with a reputable overnight courier service,
      having a reliable tracking system, or after having been deposited in any post
      office or mail depository regularly maintained by the U.S. Postal Service and
      sent by certified mail, postage prepaid, return receipt requested, and in the
      case of clause (b) irrespective of whether delivery is accepted. A new
      address for notice may be established by written notice to the other; provided,
      however, that no change of address will be effective until written notice
      thereof actually is received by the party to whom such address change is sent.
      Notice to outside counsel or parties other than the named Borrower and Lender,
      now or hereafter designated by a party as entitled to notice, are for
      convenience only and are not required for notice to a party to be effective
      in
      accordance with this section. Notice addresses are as follows:

     

    Address
      for Lender:

     

    


     

    Barclays
      Capital Real Estate Inc.

     

    200
      Park
      Avenue

     

    New
      York,
      NY 10166

     

    Attn.:
      Lori Rung/CMBS Servicing

     

    Fax:
      (212) 412-2496

     

    and

     

    


     

    Cadwalader,
      Wickersham & Taft LLP

     

    One
      World
      Financial Center

     

    New
      York,
      New York 10281

     

    Attention:
      Fredric L. Altschuler, Esq.

     

    Facsimile
      No.: (212) 504-6666

     

    Address
      for Borrower:

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    c/o
      CNL
      Hospitality Partners, LP

     

    450
      South
      Orange Avenue, 12th
      Floor

     

    Orlando,
      FL 32801

     

    Attention:
      Office of General Counsel

     

    Facsimile
      No.: (407) 650-1085

     

    and

     

    Lowndes,
      Drosdick, Doster, Kantor & Reed, PA

     

    450
      South
      Orange Avenue, Suite 800

     

    Orlando,
      FL 32801

     

    Attn:
      Richard J. Fildes, Esq.

     

    Facsimile
      No.: (407) 843-4444

     

    and
      with
      a copy to:

     

    
      	 	 	
              Marriott
                International, Inc.

            


    

     

    10400
      Fernwood Road

     

    Bethesda,
      MD 20817

     

    Attn:
      General Counsel

     

    Facsimile
      No.: (301) 380-6727

     

    and
      with
      a copy to:

     

    
      	 	 	
              Arent
                Fox PLLC

            


    

     

    1050
      Connecticut Avenue, NW

     

    Washington,
      DC 20036

     

    Attention:
      Gerald L. Mitchell, Esq.

     

    Telecopy:
      (202) 857-6395

     

    Section
      18.02  Entire
      Agreement; Modifications; Time of Essence.

     

    This
      Agreement, together with the other Loan Documents, contain the entire agreement
      between Borrower and Lender relating to the Loan and supersede and replace
      all
      prior discussions, representations, communications and agreements (oral or
      written). If any documents relating to the Loan are in conflict, the Note shall
      control over this Agreement, and this Agreement shall control over all of the
      other documents. No Loan Document shall be modified, supplemented or terminated,
      nor any provision thereof waived, except by a written instrument signed by
      the
      party against whom enforcement thereof is sought, and then only to the extent
      expressly set forth in such writing. Time is of the essence with respect to
      all
      of Borrower’s obligations under the Loan Documents.

     

    Section
      18.03  Binding
      Effect; Joint and Several Obligations.

     

    This
      Agreement and each of the other Loan Documents shall be binding upon and inure
      to the benefit of Borrower and Lender and their respective successors and
      assigns, whether by voluntary action of the parties or by operation of law.
      (The
      foregoing does not modify any conditions regulating Transfers.) If Borrower
      consists of more than one party, each shall be jointly and severally liable
      to
      perform the obligations of Borrower under the Loan Documents.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      18.04  Duplicate
      Originals; Counterparts.

     

    This
      Agreement and each of the other Loan Documents may be executed in any number
      of
      duplicate originals, and each duplicate original shall be deemed to be an
      original. This Agreement and each of the other Loan Documents (and each
      duplicate original) also may be executed in any number of counterparts, each
      of
      which shall be deemed an original and all of which together constitute a fully
      executed agreement even though all signatures do not appear on the same
      document.

     

    Section
      18.05  Unenforceable
      Provisions.

     

    Any
      provision of this Agreement or any other Loan Documents which is determined
      by a
      court of competent jurisdiction or government body to be invalid, unenforceable
      or illegal shall be ineffective only to the extent of such holding and shall
      not
      affect the validity, enforceability or legality of any other provision, nor
      shall such determination apply in any circumstance or to any party not
      controlled by such determination.

     

    Section
      18.06  Governing
      Law.

     

    THIS
      AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER
      AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE
      LOAN
      DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH
      STATE
      THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE
      UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT
      LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY
      AND
      PERFORMANCE, THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS AND THE
      OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED
      IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
      MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT
      OF
      LAWS), EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION,
      AND
      ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND
      PURSUANT TO THE OTHER LOAN DOCUMENTS (OTHER THAN WITH RESPECT TO LIENS AND
      SECURITY INTERESTS IN PROPERTY WHOSE PERFECTION AND PRIORITY IS COVERED BY
      ARTICLE 9 OF THE UCC (INCLUDING, WITHOUT LIMITATION, THE LOCKBOX ACCOUNT, THE
      MARRIOTT FF&E RESERVE ACCOUNT, THE MEZZANINE CASH MANAGEMENT ACCOUNT AND THE
      RESERVE ACCOUNTS) WHICH SHALL BE GOVERNED BY THE LAW OF THE JURISDICTION
      APPLICABLE THERETO IN ACCORDANCE WITH SECTIONS 9-301 THROUGH 9-307 OF THE UCC
      AS
      IN EFFECT IN THE STATE OF NEW YORK) SHALL BE GOVERNED BY AND CONSTRUED ACCORDING
      TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD
      THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF
      THE
      STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY
      OF
      ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER.
      TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER AND LENDER EACH HEREBY
      UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF
      ANY
      OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN
      DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL
      BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
      PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW EXCEPT
      AS SPECIFICALLY SET FORTH ABOVE.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      18.07  Consent
      to Jurisdiction.

     

    ANY
      LEGAL
      SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING
      TO THIS AGREEMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE
      COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO
      SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER
      WAIVES
      ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM
      NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY
      IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION
      OR
      PROCEEDING. 

    


    BORROWER
      DOES HEREBY DESIGNATE AND APPOINT:

     

    RICHARD
      J. FILDES, ESQ.

    LOWNDES,
      DROSDICK, DOSTER, KANTOR & REED, PA

    450
      SOUTH
      ORANGE AVENUE, SUITE 800

    ORLANDO,
      FL 32801

     

    AS
      ITS
      AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND
      ALL
      PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY
      FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS
      UPON SAID AGENT AT SAID ADDRESS, AND WRITTEN NOTICE OF SAID SERVICE MAILED
      OR
      DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN, SHALL BE DEEMED IN EVERY
      RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER, IN ANY SUCH SUIT, ACTION
      OR
      PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE
      TO
      LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY
      AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH
      AN OFFICE IN NEW YORK, NEW YORK OR ORLANDO, FLORIDA, AS APPLICABLE (WHICH
      SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR
      SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE
      IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR
      ORLANDO, FLORIDA, AS APPLICABLE, OR IS DISSOLVED WITHOUT LEAVING A
      SUCCESSOR.

     

    Section
      18.08  WAIVER
      OF TRIAL BY JURY.

     

    BORROWER
      AND LENDER EACH WAIVE THEIR RESPECTIVE RIGHT, TO THE FULLEST EXTENT PERMITTED
      BY
      LAW, AND AGREE NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING
      OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE RELATIONSHIP BETWEEN
      THE
      PARTIES AS BORROWER AND LENDER. 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      18.09  Reinstatement.

     

    This
      Agreement and each other Loan Document shall continue to be effective or be
      reinstated, as the case may be, if at any time payment and performance of the
      Debt or any part thereof, is, pursuant to applicable law, rescinded or reduced
      in amount, or must otherwise be restored or returned by Borrower, whether as
      a
“voidable preference,”“fraudulent conveyance,” or otherwise, all as though such
      payment or performance had not been made. In the event that any payment, or
      any
      part thereof, is rescinded, reduced, restored or returned, the Debt shall be
      reinstated and deemed reduced only by such amount paid and not so rescinded,
      reduced, restored or returned.

     

    Section
      18.10  Acknowledgments

     

    .
      Borrower hereby acknowledges that:

     

    (a)  it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Agreement, the Note and the other Loan Documents;

     

    (b)  Lender
      does not have any fiduciary relationship to Borrower, and the relationship
      between Lender and Borrower is solely that of debtor and creditor;
      and

     

    (c)  no
      joint
      venture exists between Lender and Borrower.

     

    Section
      18.11  Certain
      Additional Rights of Lender.

     

    Notwithstanding
      anything to the contrary which may be contained in this Agreement, Lender shall
      have:

     

    (a)  the
      right
      to routinely consult with and advise Borrower’s management regarding the
      significant business activities and business and financial developments of
      Borrower, provided, however, that such consultations shall not include
      discussions of environmental compliance programs or disposal of hazardous
      substances. Consultation meetings should occur on a regular basis (no less
      frequently than quarterly) with Lender having the right to call special meetings
      at any reasonable times;

     

    (b)  the
      right, in accordance with the terms of this Agreement, to examine the books
      and
      records of Borrower at any time upon reasonable notice;

     

    (c)  the
      right, in accordance with the terms of this Agreement, to receive monthly,
      quarterly and year-end financial reports, including balance sheets, statements
      of income, shareholder’s equity and cash flow, a management report and schedules
      of outstanding indebtedness;

     

    (d)  the
      right, without restricting any other rights of Lender under this Agreement
      (including any similar right), to restrict financing to be obtained in
      connection with future property transactions, refinancing of any acquisition
      financings, and unsecured debt;

     

    (e)  the
      right, without restricting any other right of Lender under this Agreement
      (including any similar right), to restrict, upon the occurrence of a material
      Event of Default, Borrower’s payments of management consulting, director or
      similar fees to affiliates of Borrower (or their personnel);

     

    (f)  the
      right, to the extent of Lender’s right under Section 9.11(a)(v) under this
      Agreement, to approve any operating budget and/or capital expenditures of
      Borrower that (i) vary by more than fifteen percent (15%) from the expenses
      set
      forth in the related approved operating budget and/or approved capital plan
      for
      the immediately preceding fiscal year or (ii) when added to all prior operating
      and capital expenditures for the year, exceed fifteen percent (15%) of aggregate
      budgeted operating and capital expenditures set forth in the related approved
      operating budget and/or approved capital plan for the immediately preceding
      fiscal year;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g)  the
      right, without restricting any other rights of Lender under this Agreement
      (including any similar right), to approve any acquisition by Borrower of any
      other significant property (other than personal property required for the
      day-to-day operation of the Property);

     

    (h)  the
      right, without restricting any other rights of Lender under this Agreement
      (including any similar right), in the event of certain material Events of
      Default, to vote the owners’ interests in Borrower pursuant to irrevocable
      proxies granted, at the request of Lender in advance for this
      purpose;

     

    (i)  Intentionally
      Deleted; and

     

    (j)  the
      right, without restricting any other rights of Lender under this Agreement
      (including any similar right), to restrict the transfer of voting interests
      in
      Borrower held by its members, and the right to restrict the transfer of
      interests in such members, except for any Transfer that is specifically
      permitted pursuant to Article 10 hereof.

     

    The
      rights described above may be exercised by any entity which owns and controls,
      directly or indirectly, substantially all of the interests in
      Lender.

     

    [Remainder
      of page is blank;signatures appear on next page.]

    



    
      
        
          -
            -

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    IN
      WITNESS WHEREOF, Lender and Borrower hereby sign and deliver this Agreement
      as
      of the date first set forth above.

     

     

    
      	 	 	
               BORROWER:

               

            
	 	        
              DRR SENIOR MEZZ, LLC, a
	 
 	 
 	 Delaware
              limited liability company
 
	 	By:  	/s/ John
              X. Brady
	 	
              
Name:
              John X. Brady
	 	Title:
              Vice President


    

    
                        
Borrower's
        State Identification
        Number: 3958985

                          Borrower's
        Tax
        Identification Number: 27-0122101

    

     

     

     

     

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    
      	 	 	 
	 	
                LENDER:

               

            
	 
 	 
 	
               BARCLAYS
                CAPITAL REAL ESTATE INC.,
 a Delaware corporation

               

            
	 	By:  	/s/ Haejin
              Baek
	 	
              
Name:Haejin
              Baek
	 	Title:
              VP


    


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      A

     

    COMPLIANCE
      CERTIFICATE FORM

     

    COMPLIANCE
      CERTIFICATE

     

    Borrower
      Name:

     

    DRR
      SENIOR MEZZ, LLC, a Delaware limited liability company 

     

    Property
      Address:

     

    Loan
      Number:

     

    Borrower
      is providing this Compliance Certificate in accordance with the terms of the
      Loan Agreement dated as of ________ __, 2005 (“Loan
      Agreement”)
      executed between Borrower and Barclays Capital Real Estate Inc. (“Lender”).
      Capitalized terms used in this Compliance Certificate and not specifically
      defined herein have the meaning provided in the Loan Agreement.

     

    This
      Compliance Certificate covers the period from ______________, 200_ through
      _____________, 200__ , inclusive (“Covered
      Period”).

     

      Borrower
      hereby represents, warrants and certifies to Lender that, as of the date hereof
      (or such other date as may be specified below), and unless otherwise provided
      on
Schedule
      A
      hereto:

     

    1.  No
      Event
      of Default has occurred and is continuing, and no event or condition exists
      that
      would be an Event of Default if notice had been given or applicable grace/cure
      periods had expired (or both).

     

    2.  The
      following financial statements of Borrower (“Financial
      Statements”)
      attached hereto are true, accurate and complete reports of the period covered
      thereby:

     

    [___] [monthly][quarterly][year-to-date]
      operating statement for the Property

     

    [___] [monthly][quarterly][year-to-date]
      balance
      statement

     

    [___] [monthly][quarterly][year-to-date]
      changes
      in financial position

     

    [___] [monthly][quarterly][year-to-date]
      profit/loss statement

     

    3.  No
      Transfer has occurred in violation of the Loan Agreement. If any change has
      occurred in Borrower’s Organization Chart, a new Organization Chart is attached
      hereto.

     

    4.  To
      Borrower’s knowledge, no event of default currently exists under any Lease
      (other than Permitted Leases), and no event or condition exists that would
      be an
      event of default under a Lease (other than Permitted Leases) if notice had
      been
      given or applicable grace/cure periods had expired (or both).

     

    5.  No
      event
      or condition exists which, in Borrower’s reasonable judgment, could have
      Material Adverse Effect.

     

    6.  No
      change
      has occurred with respect to any Property Management Contract. To Borrower’s
      knowledge, no event of default currently exists under any Property Management
      Contract, and no event or condition exists that would be an event of default
      under any Property Management Contract if notice had been given or applicable
      grace/cure periods had expired (or both).

     

    7.  Borrower
      has not received notice that any insurance policy is to be cancelled, not
      renewed, materially modified or existing coverage excluded.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    BY
      SIGNING BELOW, Borrower certifies that (a) all information provided
      in this
      Compliance Certificate is true, accurate and correct in all material respects
      and does not omit any material fact that would make any statement false or
      misleading and (b) the undersigned representative is duly authorized
      to
      sign this Compliance Certificate on Borrower’s behalf.

     

    
      	Date:  	 


    

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name:
	 	Title 


    

     

    
 

    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      B

     

    PREPAYMENT
      PERCENTAGES

     

    


    
      	
               

              IF
                PREPAID AFTER THE FOLLOWING PAYMENT DUE DATE:

            	
               

              BUT
                BEFORE THE FOLLOWING PAYMENT DUE DATE:

            	
               

              PERCENTAGE
                (DECLINING
                SCHEDULE FROM 1.0% TO 0%) 

            
	
               

              13th
                Payment Due Date

            	
               

              14th
                Payment Due Date

            	
               

              1.00%

            
	
               

              14th
                Payment Due Date

            	
               

              15th
                Payment Due Date

            	
               

              0.83%

            
	
               

              15th
                Payment Due Date

            	
               

              16th
                Payment Due Date

            	
               

              0.67%

            
	
               

              16th
                Payment Due Date

            	
               

              17th
                Payment Due Date

            	
               

              0.50%

            
	
               

              17th
                Payment Due Date

            	
               

              18th
                Payment Due Date

            	
               

              0.33%

            
	
               

              18th
                Payment Due Date

            	
               

              19th
                Payment Due Date

            	
               

              0.17%

            
	
               

              19th
                Payment Due Date

            	
               

              20th
                Payment Due Date

            	
               

              0.00%

            


    

     

    


     

    


     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      C

     

    ORGANIZATIONAL
      CHART

     

    [See
      Attached]

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      D

     

    RENT
      ROLL

     

    [See
      Attached]

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      E

     

    CERTIFICATE
      OF EXECUTIVE OFFICER

     

    OF
      BORROWER

     

      The
      undersigned, the ___________ of _______________, a Delaware limited liability
      company (the “Borrower”),
      hereby certifies to BARCLAYS CAPITAL REAL ESTATE INC., a Delaware corporation
      (together with its successors and assigns “Lender”)
      that
      from the date of its formation on ___________, to the date of this certificate
      (this “Certificate”),
      Borrower:

     

    1.  is
      and
      always has been duly formed, validly existing, and in good standing in the
      state
      of its formation, in the State where the Property is located and in all other
      jurisdictions where it is qualified to do business;

     

    2.  has
      no
      judgments or liens of any nature against it except for tax liens not yet
      due;

     

    3.  is
      in
      compliance with all laws, regulations, and orders applicable to it and has
      received all permits necessary for it to operate;

     

    4.  is
      not
      aware of any pending or threatened litigation;

     

    5.  is
      not
      involved in any dispute with any taxing authority;

     

    6.  has
      paid
      all taxes which it owes;

     

    7.  has
      never
      owned any property other than the Collateral and personal property necessary
      or
      incidental to its ownership or operation of the Collateral and has never engaged
      in any business other than the ownership and operation of the
      Collateral;

     

    8.  is
      not
      now, nor has ever been, party to any lawsuit, arbitration, summons, or legal
      proceeding, except the matters disclosed on Schedule I attached hereto, none
      of
      which matters (i) are still pending or (ii) resulted in a decision,
      order or judgment that has not been paid in full or otherwise fully satisfied
      in
      all respects;

     

    9.  has
      provided Lender with complete financial statements that reflect a fair and
      accurate view of Borrower's financial condition;

     

    10.  has
      received from Mortgage Borrower a phase 1 (and if recommended therein, a phase
      2) of the Property, which did not disclose any environmental noncompliance
      or
      contamination with respect to the Property or disclose any fact or condition
      that would constitute or cause a breach under any environmental representation,
      warranty, covenant or other provision contained in the Loan Agreement or any
      of
      the other Loan Documents;

     

    11.  has
      no
      material contingent or actual obligations not related to the Property;
      and

     

    12.  has
      materially complied with the separateness covenants referred to in the
      Non-consolidation Opinion. “Non-consolidation Opinion” means, collectively
      (a) that certain non-consolidation opinion delivered to Lender by
      _______________ dated of even date with the Loan Agreement, and (b) that
      certain non-consolidation opinion delivered to Lender by _______________ dated
      of even date with the Loan Agreement.

     

    Capitalized
      terms used in this Certificate but not otherwise defined shall have the
      respective meanings assigned to them in the Loan Agreement.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the undersigned has hereunto set his hand this __ day of
      __________, 2005.

     

    


     

    
      	 	 	 
	 	 
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              

              Name:
	 	Title: 

 

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      F

     

    EXCEPTIONS
      TO REPRESENTATIONS AND WARRANTIES

     

    None.

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    EXHIBIT
      G

     

    LIQUIDITY
      FACILITY DOCUMENTS

     

    Note:
      All
      documents listed below are dated as of June 15, 2005, unless otherwise
      indicated.

     

    


    
      	1.  	
              Loan
                Agreement (Liquidity Facility), between DRRP and
                Marriott.

            


    

    


    
      	2.  	
              Promissory
                Note (Liquidity Facility), in the original principal amount of
                $7,802,281.79, made by DRRP in favor of
                Marriott.

            


    

    


    
      	3.  	
              Assignment
                of Membership Interests and Security Agreement (Interests in DRR
                Junior
                Mezz, LLC), by DRRP in favor of
                Marriott.

            


    

    


    
      	4.  	
              Assignment
                of Membership Interests and Security Agreement (Interests in DRR
                Senior
                Mezz, LLC) by Parent to and in favor of
                Marriott.

            


    

    


    
      	5.  	
              Termination
                and Release Agreement by and between DRRP and Drawbridge Special
                Opportunities Fund LP.

            


    

    


    
      	6.  	
              Termination
                and Release Agreement by and between DRRP and
                Marriott.

            


    

    


    
      	7.  	
              UCC-1
                Financing Statement naming DRRP, as debtor, and Marriott, as secured
                party, to be filed with the Secretary of State of the State of
                Delaware.

            


    

    


    
      	8.  	
              UCC-1
                Financing Statement naming Parent, as debtor, and Marriott, as secured
                party, to be filed with the Secretary of State of the State of
                Delaware.