Desert Ridge-Loan Agreement


    
      
        

      



     

    LOAN
      AGREEMENT

     

     

    Floating
      Rate

     

     

    Between

     

     

    DESERT
      RIDGE RESORT, 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

              	
                1

              
	
                Section
                  1.02

              	
                General
                  Construction

              	
                27

              
	 	 	 
	 	
                ARTICLE
                  2

              	 
	 	 	 
	 	
                MAXIMUM
                  LOAN AMOUNT; PAYMNET TERMS; ADVANCES

              	 
	 	 	 
	
                Section
                  2.01

              	
                Commitment
                  to Lend

              	
                28

              
	
                Section
                  2.02

              	
                Calculation
                  of Interest

              	
                28

              
	
                Section
                  2.03

              	
                Payment
                  of Principal and Interest

              	
                30

              
	
                Section
                  2.04

              	
                Payments
                  Generally

              	
                31

              
	
                Section
                  2.05

              	
                Prepayment
                  Rights

              	
                32

              
	
                Section
                  2.06

              	
                Intentionally
                  Omitted

              	
                34

              
	
                Section
                  2.07

              	
                Interest
                  Rate Cap/Hedge

              	
                34

              
	 	 	 
	 	
                ARTICLE
                  3

              	 
	 	 	 
	 	
                CASH
                  MANGEMENT

              	 
	 	 	 
	
                Section
                  3.01

              	
                Marriott
                  FF&E Reserve Account

              	
                35

              
	
                Section
                  3.02

              	
                Deposits
                  into Marriott FF&E Reserve Account

              	
                37

              
	
                Section
                  3.03

              	
                Deposits
                  into Cash Management Account

              	
                37

              
	
                       
                  Section 3.04

              	
                Other
                  Deposits into the Cash Management Account

              	
                37

              
	
                        Section
                  3.05

              	
                Other
                  Deposits into Lockbox Account

              	
                37

              
	
                Section
                  3.06

              	
                Transfers
                  to Cash Management Account

              	
                38

              
	 	
                ARTICLE
                  4

              	 
	 	 	 
	 	
                ESCROW
                  AND RESERVE REQUIREMENTS

              	 
	 	 	 
	
                Section
                  4.01

              	
                Creation
                  and Maintenance of Escrows and Reserves

              	
                38

              
	
                Section
                  4.02

              	
                Tax
                  Escrow

              	
                41

              
	
                Section
                  4.03

              	
                Insurance
                  Premium Escrow

              	
                41

              
	
                Section
                  4.04

              	
                Ground
                  Rents Escrow

              	
                42

              
	
                Section
                  4.05

              	
                FF&E
                  Reserve Account

              	
                43

              
	
                Section
                  4.06

              	
                Advance
                  Bookings Reserve Account 

              	
                44

              
	
                Section
                  4.07

              	
                Seasonal
                  Reserve Account 

              	
                45

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  4.08

              	
                Waiver
                  of Certain Reserve Requirements

              	
                46

              
	
                Section
                  4.09

              	
                Debt
                  Service Reserve Account

              	
                46

              
	
                Section
                  4.10

              	
                Cash
                  Trap Reserve Account 

              	
                46

              
	 	 	 
	
                 

                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

              	
                47

              
	
                Section
                  5.02

              	
                Wavier
                  of Conditions to Disbursement

              	
                49

              
	
                Section
                  5.03

              	
                Intentionally
                  Omitted

              	
                49

              
	
                Section
                  5.04

              	
                Performance
                  of Reserve Items

              	
                49

              
	 	 	 
	
                ARTICLE
                  6

              
	 	 	 
	
                LOAN
                  SECURITY AND RELATED OBLIGATIONS

              
	 	 	 
	
                Section
                  6.01

              	
                Security
                  Instrument; Assignment of Lease and Receipts

              	
                50

              
	
                Section
                  6.02

              	
                Assignment
                  of Property Management Contracts

              	
                50

              
	
                Section
                  6.03

              	
                Assignment
                  of Rate Cap Agreement 

              	
                50

              
	
                Section
                  6.04

              	
                Assignment
                  of Operating Agreements

              	
                50

              
	
                Section
                  6.05

              	
                Pledge
                  as Property; Grant of Security Interest

              	
                50

              
	
                Section
                  6.06

              	
                Environmental
                  Indemnity Agreement 

              	
                51

              
	
                Section
                  6.07

              	
                Guaranty

              	
                51

              
	
                Section
                  6.08

              	
                Assignment
                  of Lease and Receipts

              	
                51

              
	 	 	 
	
                ARTICLE
                  7

              
	 	 	 
	
                SINGLE
                  PURPOSE ENTITY REQUIREMENTS

              
	 	 	 
	
                Section
                  7.01

              	
                Commitment
                  to be a Single Purpose Entity

              	
                51

              
	
                Section
                  7.02

              	
                Definition
                  of Single Purpose Entity

              	
                54

              
	 	 	 
	
                ARTICLE
                  8

              
	 	 	 
	
                REPRESENTATIONS
                  AND WARRANTIES

              
	 	 	 
	
                Section
                  8.01

              	
                Organization;
                  Legal Status

              	
                57

              
	
                Section
                  8.02

              	
                Power;
                  Authorization; Enforceable Obligations

              	
                57

              
	
                Section
                  8.03

              	
                No
                  Legal Conflicts

              	
                57

              
	
                Section
                  8.04

              	
                No
                  Litigation 

              	
                58

              
	
                Section
                  8.05

              	
                Business
                  Purpose of Loan 

              	
                58

              
	
                Section
                  8.06

              	
                Warranty
                  of Title

              	
                58

              
	
                Section
                  8.07

              	
                Condition
                  of the Property

              	
                58

              
	
                Section
                  8.08

              	
                No
                  Condemnation

              	
                58

              
	
                Section
                  8.09

              	
                Requirements
                  of Law

              	
                58

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  8.10

              	
                Operating
                  Permits

              	
                59

              
	
                Section
                  8.11

              	
                Separate
                  Tax Lot

              	
                59

              
	
                Section
                  8.12

              	
                Flood
                  Zone

              	
                59

              
	
                Section
                  8.13

              	
                Adequate
                  Utilities 

              	
                59

              
	
                Section
                  8.14

              	
                Public
                  Access

              	
                59

              
	
                Section
                  8.15

              	
                Boundaries

              	
                59

              
	
                Section
                  8.16

              	
                Mechanic
                  Liens

              	
                59

              
	
                Section
                  8.17

              	
                Assessments

              	
                59

              
	
                Section
                  8.18

              	
                Insurance

              	
                59

              
	
                Section
                  8.19

              	
                Leases

              	
                60

              
	
                Section
                  8.20

              	
                Management
                  Agreement

              	
                60

              
	
                Section
                  8.21

              	
                Financial
                  Condition 

              	
                60

              
	
                Section
                  8.22

              	
                Taxes

              	
                60

              
	
                Section
                  8.23

              	
                No
                  Foreign Person

              	
                61

              
	
                Section
                  8.24

              	
                Federal
                  Regulations 

              	
                61

              
	
                Section
                  8.25

              	
                Investment
                  Company Act; Other Regulations

              	
                61

              
	
                Section
                  8.26

              	
                ERISA

              	
                61

              
	
                Section
                  8.27

              	
                No
                  Illegal Activity as Source of Funds

              	
                61

              
	
                Section
                  8.28

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

                Laundering
                  Laws

              	
                61

              
	
                Section
                  8.29

              	
                Brokers
                  and Financial Advisors

              	
                61

              
	
                Section
                  8.30

              	
                Complete
                  Disclosure; No Material Change in Facts or
                  Circumstances

              	
                62

              
	
                Section
                  8.31

              	
                Ground
                  Lease

              	
                62

              
	
                Section
                  8.32

              	
                Survival
                  

              	
                63

              
	 	 	 
	
                ARTICLE
                  9

              
	 	 	 
	 	
                BORROWER
                  COVENANTS

              	 
	 	 	 
	
                Section
                  9.01

              	
                Payment
                  of Debt and Performance of Obligations

              	
                63

              
	
                Section
                  9.02

              	
                Payment
                  of Taxes and Other Lienable Charges

              	
                63

              
	
                Section
                  9.03

              	
                Insurance
                  

              	
                64

              
	
                Section
                  9.04

              	
                Obligations
                  upon Condemnation or Casualty

              	
                68

              
	
                Section
                  9.05

              	
                Inspections
                  and Right to Entry 

              	
                73

              
	
                Section
                  9.06

              	
                Leases
                  and Receipts

              	
                73

              
	
                Section
                  9.07

              	
                Use
                  of Property 

              	
                74

              
	
                Section
                  9.08

              	
                Maintenance
                  of Property; Required Repairs

              	
                74

              
	
                Section
                  9.09

              	
                Waste

              	
                75

              
	
                Section
                  9.10

              	
                Compliance
                  with Laws

              	
                75

              
	
                Section
                  9.11

              	
                Financial
                  Reports, Books and Records

              	
                75

              
	
                Section
                  9.12

              	
                Performance
                  of the Material Operating Agreements

              	
                78

              
	
                Section
                  9.13

              	
                Existence;
                  Change of Name; Location as a Registered
                  Organization

              	
                78

              
	
                Section
                  9.14

              	
                Property
                  Management

              	
                78

              
	
                Section
                  9.15

              	
                ERISA

              	
                79

              
	
                 

                Section
                  9.16

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

                Laundering
                  Laws

              	
                79

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  9.17

              	
                Requirements
                  of Law; Permits, Licenses, Approvals

              	
                80

              
	
                Section
                  9.18

              	
                Name

              	
                80

              
	
                Section
                  9.19

              	
                Liquidity
                  Facility 

              	
                80

              
	
                Section
                  9.20

              	
                Permitted
                  Encumbrance Documents

              	
                81

              
	
                Section
                  9.21

              	
                Ground
                  Lease Covenants

              	
                81

              
	 	 	 
	
                ARTICLE
                  10

              
	 	 	 
	
                NO
                  TRANSFERS OR ENCUMBRANCES; DUE ON SALE 

              
	 	 	 
	
                Section
                  10.01

              	
                Prohibition
                  Against Transfers

              	
                82

              
	
                Section
                  10.02

              	
                Lender
                  Approval 

              	
                82

              
	
                Section
                  10.03

              	
                Permitted
                  Mezzanine Financing 

              	
                83

              
	
                Section
                  10.04

              	
                Other
                  Releases of the Property

              	
                83

              
	
                Section
                  10.05

              	
                Anti-Terrorism
                  Compliance

              	
                83

              
	 	 	 
	
                ARTICLE
                  11

              
	 	 	 
	
                EVENTS
                  OF DEFAULT; REMEDIES

              
	 	 	 
	
                Section
                  11.01

              	
                Events
                  of Default 

              	
                84

              
	
                Section
                  11.02

              	
                Remedies

              	
                86

              
	
                Section
                  11.03

              	
                Cumulative
                  Remedies; No waiver; Other Security

              	
                88

              
	
                Section
                  11.04

              	
                Enforcement
                  Costs

              	
                88

              
	
                Section
                  11.05

              	
                Application
                  of Proceeds

              	
                89

              
	 	 	 
	
                ARTICLE
                  12

              
	 	 	 
	
                NONRECOURSE-LIMITATIONS
                  ON PERSONAL LIABILITY

              
	 	 	 
	
                Section
                  12.01

              	
                Nonrecourse
                  Obligation

              	
                89

              
	
                Section
                  12.02

              	
                Personal
                  Liability for Certain Losses

              	
                89

              
	
                Section
                  12.03

              	
                Full
                  Personal Liability

              	
                90

              
	
                Section
                  12.04

              	
                No
                  Impairment

              	
                90

              
	
                Section
                  12.05

              	
                No
                  Waiver of Certain Rights

              	
                91

              
	 	 	 
	
                ARTICLE
                  13

              
	 	 	 
	
                INDEMNIFICATION

              
	 	 	 
	
                Section
                  13.01

              	
                Indemnification
                  Against Claims

              	
                91

              
	
                Section
                  13.02

              	
                Duty
                  to Defend

              	
                91

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 
	
                ARTICLE
                  14

              
	 	 	 
	
                SUBROGATION;
                  NO USURY VIOLATIONS

              
	 	 	 
	
                Section
                  14.01

              	
                Subrogation

              	
                92

              
	
                Section
                  14.02

              	
                No
                  Usury

              	
                92

              
	
                ARTICLE
                  15 

              
	 	 	 
	
                SALE
                  OR SECURITIZATION OF LOAN

              
	 	 	 
	
                Section
                  15.01

              	
                Splitting
                  the Note

              	
                92

              
	
                Section
                  15.02

              	
                Lender’s
                  Rights to Sell or Securitize

              	
                93

              
	
                Section
                  15.03

              	
                Dissemination
                  of Information

              	
                94

              
	
                Section
                  15.04

              	
                Securitization
                  Indemnification

              	
                94

              
	
                Section
                  15.05

              	
                Additional
                  Financial Information for Large Loans

              	
                95

              
	 	 	 
	
                ARTICLE
                  16

              
	 	 	 
	
                BORROWER’S
                  FURTHER ACTS AND ASSURANCES;

                PAYMENT
                  OF SECURITY; RECORDING CHARGES

              
	 	 	 
	
                Section
                  16.01

              	
                Further
                  Acts

              	
                96

              
	
                Section
                  16.02

              	
                Replacement
                  Documents

              	
                96

              
	
                Section
                  16.03

              	
                Borrower
                  Estoppel Certificates

              	
                96

              
	
                Section
                  16.04

              	
                Recording
                  Costs

              	
                97

              
	
                Section
                  16.05

              	
                Intentionally
                  Deleted

              	
                97

              
	
                Section
                  16.06

              	
                Certain
                  Additional Rights of Lender (VCOC)

              	
                98

              
	 	 	 
	
                ARTICLE
                  17

              
	 	 	 
	
                LENDER
                  CONSENT

              
	 	 	 
	
                Section
                  17.01

              	
                No
                  Joint Venture; No Third Party Beneficiaries

              	
                98

              
	
                Section
                  17.02

              	
                Lender
                  Approval 

              	
                99

              
	
                Section
                  17.03

              	
                Performance
                  at Borrower’s Expense

              	
                99

              


      

      
        	
                ARTICLE
                  18

              
	 	 	 
	
                MISCELLANEOUS
                  PROVISONS

              
	 	 	 
	
                Section
                  18.01

              	
                Notices

              	
                99

              
	
                Section
                  18.02

              	
                Entire
                  Agreement; Modifications; Time of Essence

              	
                101

              
	
                Section
                  18.03

              	
                Binding
                  Effect; Joint and Several Obligations

              	
                101

              
	
                Section
                  18.04

              	
                Duplicate
                  Originals; Counterparts

              	
                101

              
	
                Section
                  18.05

              	
                Unenforceable
                  Provisions

              	
                101

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  18.06

              	
                Governing
                  Law

              	
                101

              
	
                Section
                  18.07

              	
                Consent
                  to Jurisdiction 

              	
                102

              
	
                Section
                  18.08

              	
                WAIVER
                  OF TRAIL BY JURY

              	
                103

              
	 	 	 
	
                Exhibit
                  A

              	
                Compliance
                  Certificate Form

              	 
	
                Exhibit
                  B

              	
                Description
                  of Ground Lease

              	 
	
                Exhibit
                  C

              	
                Prepayment
                  Percentages

              	 
	
                Exhibit
                  D

              	
                Organizational
                  Chart

              	 
	
                Exhibit
                  E

              	
                Rent
                  Roll

              	 
	
                Exhibit
                  F

              	
                Required
                  Repairs

              	 
	
                Exhibit
                  G

              	
                List
                  of Qualified Managers

              	 
	
                Exhibit
                  H

              	
                NOT
                  USED

              	 
	
                Exhibit
                  I 

              	
                Certificate
                  of Executive Officer of Borrower

              	 
	
                Exhibit
                  J

              	
                NOT
                  USED 

              	 
	
                Exhibit
                  K

              	
                NOT
                  USED

              	 
	
                Exhibit
                  L

              	
                Exceptions
                  to Representations and Warranties

              	 
	
                Exhibit
                  M 

              	
                NOT
                  USED 

              	 
	
                Exhibit
                  N 

              	
                Form
                  of Lockbox Agreement

              	 
	
                Exhibit
                  O 

              	
                Liquidity
                  Facility Documents 

              	 


      

      


      


      


      

 

    


     

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    LOAN
      AGREEMENT

     

    Floating
      Rate

     

    THIS
      AGREEMENT (this “Agreement”)
      is
      made as of this 15th day of June, 2005 by and among DESERT RIDGE RESORT, 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

     

    Borrower
      desires to obtain a commercial mortgage loan from Lender in the original
      principal amount of Two Hundred Seventy Million and No/100ths Dollars
      ($270,000,000.00) in lawful money of the United States of America. Lender is
      willing to make such loan to Borrower on the terms and conditions set forth
      in
      this Agreement.

     

    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,
      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
      Loan and the Mezzanine 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.

     

      “Assignment
      of Leases and Receipts”
      means
      the Assignment of Leases and Receipts dated as of the Closing Date executed
      by
      Borrower in favor of Lender, assigning to Lender all of Borrower’s right, title
      and interest in and to the Leases and the Receipts with respect to the
      Property.

     

      “Assignment
      of Property Management Contracts”
      means
      the Assignment of Management Agreements and Other Contracts, Licenses and
      Permits dated as of the Closing Date, with respect to the Property Management
      Contracts, executed by Borrower and Property Manager in favor of Lender or,
      as
      applicable, any other Assignment of Property Management Contract executed
      pursuant to Section 9.14 hereof.

     

      “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.

     

      “Barclays”
      has the
      meaning set forth in Section 16.06 hereof.

     

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

     

      “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 Borrower,
      Property Manager and Lender.

     

      “Cash
      Trap Period”
      means
      any period during which the Cash Flow Available for Debt Service (calculated
      by
      Lender each month based on a trailing twelve month basis based on Borrower’s
      financial statements required to be delivered hereunder) is less than the
      applicable Cash Trap Trigger Amount for two (2) consecutive months.

     

      “Cash
      Trap Reserve Account”
      means a
      sub-account of the Cash Management Account held by Lender, or Lender’s designee,
      pursuant to the Cash Management Agreement, in which the Cash Trap Reserve
      Deposits will be held, which shall not constitute a trust fund.

     

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

     

      “Cash
      Trap Termination Event”
      means
      if, after the occurrence of a Cash Trap Period, the Cash Flow Available for
      Debt
      Service (calculated by Lender each month based on a trailing twelve month basis
      based on Borrower’s financial statements required to be delivered hereunder) is
      greater than the applicable Cash Trap Trigger Amount for two (2) consecutive
      months.

     

      “Cash
      Trap Trigger Amount”
      means
      (a) during the period from and after the Closing Date until the 23rd
      Payment
      Due Date, $23,500,000 and (b) from and after the 23rd
      Payment
      Due Date until the Maturity Date, an amount equal to the product of (i)
      outstanding principal balance of the Loan and the Mezzanine Loan times
      (ii) the
      sum of the applicable LIBOR Strike Rate and the Margin times
      (iii)
      1.33, but, in no event, shall such amount be less than $27,000,000.

     

      “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.

     

      “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).

     

      “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 15.04 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

     

      “Debt
      Service Reserve Account”
      means a
      sub-account of the Cash Management Account held by Lender, or Lender’s designee,
      pursuant to the Cash Management Agreement, in which the Debt Service Reserve
      Deposit will be held, which shall not constitute a trust fund. 

     

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

     

      “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 15.03 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
      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”
      means
      those certain ground leases described on Exhibit B.

     

    “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 Security Instrument.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      “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 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, DRR Senior Mezz, 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 Borrower is required to provide or cause to
      be
      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 15.04 hereof.

     

      “Issuer
      Person”
      has the
      meaning set forth in Section 15.04 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).

     

      “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 lender, as evidenced and secured by the loan documents listed on Exhibit
      O 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”
      means
      (a) 6.75% until the Maturity Date; (b) for each Extension Term, a rate per
      annum
      equal to the newly calculated LIBOR Strike Rate for such Extension Term plus
      the
      Margin. 

     

      “Loan
      Documents”
      means,
      collectively, this Agreement, the Note, the Security Instrument, the Assignment
      of Leases and Receipts, the Assignment of Property Management Contracts, the
      Environmental Indemnity, the Guaranty, the Lockbox Agreement (if any), the
      Marriott FF&E Account Control Agreement, the 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 Section 3.05.

     

      “Lockbox
      Agreement”
      shall
      have the meaning set forth in Section 3.05.

     

      “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 dated
      the
      date hereof by and among Lender, Property Manager 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 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 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 Two Hundred Seventy Million and No/100ths
      Dollars ($270,000,000.00), in lawful money of the United States of America,
      to
      be advanced to Borrower pursuant to this Agreement. Reference in this 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
      Loan”
      means
      that certain loan from Mezzanine
      Lender to Mezzanine Borrower in the original principal amount of Thirty One
      Million Five Hundred Thousand and No/100ths Dollars ($31,500,000.00) made
      pursuant to a certain Mezzanine Loan Agreement, dated as of the date hereof,
      between Mezzanine
      Borrower
      and Mezzanine Lender.

     

    “Mezzanine
      Lender”
      means
      Barclays Capital Real Estate Inc., a Delaware corporation, together with its
      successors and assigns.

     

    “Mezzanine
      Borrower”
      means
      Parent.

     

    “Mezzanine
      Loan Agreement”
      means
      that certain Loan Agreement, dated as of the date hereof, by and between
      Mezzanine Lender and Mezzanine Borrower.

     

    “Mezzanine
      Loan Documents”
      mean
      the Loan Documents as defined in the Mezzanine Loan 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”
      means
      the Security Instrument.

     

      “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 or Lessee
      (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 or Lessee 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 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 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 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
      D
      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 Senior 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), 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 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 DRR Junior Mezz, LLC and Parent, as may be required
      under
      the Liquidity Facility or the Equity Interest in Parent 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 Mezzanine Borrower of its one hundred percent (100%) limited
      liability interest in Borrower pursuant to and in accordance with the terms
      and
      conditions of the Loan Documents and the Mezzanine Loan Documents;
      or

     

    (p)  A
      Transfer resulting from the enforcement by Mezzanine Lender of its remedies
      under and in accordance with the Mezzanine 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 (l) above, that after giving effect to the same, (A) Borrower
      continues to own at least 51% of the Equity Interests in Lessee and Controls
      Lessee, (B) Mezzanine Borrower continues to own directly 100% of the
      Equity
      Interests in Borrower and Controls Borrower (C) DRR Junior Mezz, LLC continues
      to own directly 100% of the Equity Interests in Mezzanine Borrower and Controls
      Mezzanine Borrower, (D) DRRP continues to own directly 100% of the Equity
      Interests in DRR Junior Mezz, LLC and Controls DRR Junior Mezz, LLC, (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.

     

      “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
      C.

     

    “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 Borrower dated as of December 21, 2000 and $2,321,000
      with respect to a junior loan from Marriott International Capital Corporation
      to
      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 Security Instrument.

     

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

     

      “Provided
      Information”
      has the
      meaning set forth in Section 15.04 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 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 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 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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      “Related
      Party ”
      or
“Related
      Parties”
      shall
      have the meaning set forth in Section 7.01(i)(A).

     

      “Rent
      Roll”
      means a
      statement from Borrower substantially in the form attached hereto as
Exhibit
      E
      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 Security Instrument.

     

      “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 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.

     

      “Restoration
      Deficiency Deposit”
      has the
      meaning set forth in Section 9.04(d) hereof. All amounts deposited by
      Borrower with Lender as the Restoration Deficiency Deposit shall become a part
      of the Restoration Proceeds and disbursed by Lender for Restoration on the
      same
      conditions applicable to disbursement of Restoration Proceeds and, until so
      disbursed, are pledged to Lender as security for the Loan and
      Obligations.

     

      “Restoration
      Holdback”
      has the
      meaning set forth in Section 9.04(e) hereof.

     

      “Restoration
      Proceeds”
      has the
      meaning set forth in Section 9.03(b) hereof.

     

      “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
      Loan and Mezzanine Loan for such months as determined in each year by Lender
      in
      its reasonable discretion based on the most recent Approved Budget as well
      as
      any other calendar month from time to time reasonably selected by 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”
      means
      (a) the Fee and Leasehold Deed of Trust, Assignment of Leases and Rents,
      Security Agreement and Fixture Filing encumbering the Property and executed
      by
      Borrower to Lender or to a trustee for the benefit of Lender, as the case may
      be
      and (b) the Tenant Subordination Agreement, which secure Borrower’s payment of
      the Loan and performance of the Obligations.

     

      “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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

      “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 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 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 Borrower agrees to sell the Property for a price to
      be
      paid in installments; or

     

    (iv)  an
      agreement (other than the Operating Lease) by 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 where the Property is located
      or such other State which governs the perfection of a security interest in
      the
      applicable collateral, as from time to time amended or restated. For purposes
      of
      the application of the UCC to the Lockbox Account, the Marriott FF&E Reserve
      Account, the Cash Management Account and the Reserve Accounts, the parties
      agree
      that (unless otherwise agreed in writing by Lender) the jurisdiction of the
      bank
      maintaining each such account shall be deemed to be the State of New
      York.

     

      “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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 two percent (2.00%) (“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 5.22%.

     

    (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
      this 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.

     

    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)  Mezzanine
      Borrower shall have made a proportionate prepayment of the Mezzanine Loan in
      accordance with the Mezzanine Loan Documents.

     

    (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, Lessee, 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)  Prepayment
      as a Result of a Casualty or Condemnation.
      Prepayments arising from Lender’s application of insurance proceeds upon the
      occurrence of a Casualty or the application of a condemnation award upon the
      occurrence of a Condemnation may be made prior to the Open Date without being
      deemed a Prohibited Prepayment and, whenever made, without payment of the
      Prepayment Fee or a Prohibited Prepayment Fee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (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 Lessee or Marriott to establish
      the Marriott FF&E Reserve Account with Marriott FF&E Reserve Account
      Bank. 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 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. Borrower shall
      not 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 Lessee to grant to Lender a
      first-priority security interest in the Marriott FF&E Reserve Account and
      the proceeds thereof pursuant to the Loan Documents. Borrower shall, or shall
      cause Lessee to, take such action as requested by Lender to cause Lender to
      maintain a first-priority 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 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 Lender of that Default or Event of Default, nor shall 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 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.

     

    Lender
      shall have no liability for any loss in investments of funds in the Marriott
      FF&E Reserve Account and no such loss shall affect 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: (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 Lender, (ii) deliver to
      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 Borrower, enforceability and perfection, all in form and
      substance reasonably acceptable to Lender, and (iii) deliver to 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 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 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 or shall cause Lessee and/or Property Manager to deposit (i) all amounts
      payable to 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 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 any
      time during a Marriott Management Period or an Acceptable Management Period,
      Borrower or Lessee shall receive any Receipts, whether from Property Manager
      or
      Lessee or another party, Borrower shall, and shall 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 or shall cause Lessee to: 

     

    (a)  establish
      and maintain a lockbox or clearing account which qualifies as an Eligible
      Account at an Eligible Institution (“Lockbox
      Account”)
      pursuant to an agreement substantially in the form attached hereto as Exhibit
      N;

     

    (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 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 prior written consent) instruction letters
      to such effect to such Persons (and obtain each such Person’s acknowledgment and
      agreement thereto) in Lender’s reasonable form;

     

    (d)  instruct
      all Persons that maintain open accounts with Borrower, Lessee or Property
      Manager or with whom 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 written consent) letters of instruction in
      Lender’s reasonable form; 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 Borrower, Lessee or Property Manager. 

     

    Borrower
      shall not and shall 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 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
      or otherwise, (1) such amounts shall be deemed to be collateral for
      the
      Loan and shall be held in trust for the benefit, and as the property, of Lender,
      and (2) such amounts shall not be commingled with any other funds or
      property of Borrower or Lessee.

     

    Section
      3.06  Transfers
      to Cash Management Account.

     

    Amounts
      on deposit in the Lockbox Account (if any) shall be transferred to the Cash
      Management Account and/or remitted to Borrower in accordance with the terms
      and
      provisions of the Lockbox Agreement (if any) and/or the Cash Management
      Agreement, (as the case may be) to be applied, in the case of amounts
      transferred to the Cash Management Account, in accordance with the terms and
      provisions of the 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.

     

    (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 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, 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 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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      4.02  Tax
      Escrow.

     

    (a)  Deposits
      to the Tax Escrow Account.
      On the
      Closing Date, Borrower shall pay or cause to be paid to Lender such amount
      as is
      noted on the closing statement relating to the closing of the Loan for deposit
      into the Tax Escrow Account (which is the amount reasonably determined by Lender
      that is necessary to pay when due Borrower’s obligation for Taxes upon the due
      dates established by the appropriate tax or assessing authorities during the
      next ensuing twelve (12) months, taking into consideration the Monthly
      Tax
      Deposits to be collected from the first Payment Due Date to the due date for
      payment of Taxes). Thereafter, 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.

     

    (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.

     

    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 on which a Marriott Management Period
      no
      longer exists and on each Payment Due Date thereafter, Borrower shall deliver
      to
      Lender for deposit to the Insurance Premium Escrow Account the amount reasonably
      determined by Lender that is necessary to pay when due Borrower’s obligation for
      Insurance Premiums during the next ensuing twelve (12) months, taking
      into
      consideration the Monthly Insurance Deposits to be collected from the next
      Payment Due Date to the due date for payment of such Insurance Premiums.
      Thereafter, beginning on the next 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.

     

    (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.

     

    Section
      4.04  Ground
      Rents Escrow.

     

    (a)  Deposits
      to the Ground Rents Escrow.
      On the
      Closing Date, Borrower has deposited with Lender such amount as is noted on
      the
      Closing Statement for obligations due under the Ground Lease to the Ground
      Rents
      Escrow which is the amount determined by Lender that is necessary to pay when
      due Ground Rents upon the due dates established under the Ground Lease during
      the next ensuing twelve (12) months, taking into consideration the Monthly
      Ground Rent Deposits to be collected from the first Payment Due Date to the
      due
      date for payments under the Ground Lease. Thereafter, 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.

     

    (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.

     

    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 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.

     

    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.

     

    (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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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. 

     

    (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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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  Debt
      Service Reserve Account.

     

    (a)  Debt
      Service Reserve Generally.
      Amounts
      in the 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 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 Debt Service Reserve Account (all such
      amounts so deposited shall hereinafter be referred to collectively as the
“Debt
      Service Reserve Deposits”).

     

    (c)  Disbursements
      from the Debt Service Reserve Account.
      Lender
      shall disburse on each Payment Due Date amounts from the 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.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 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, Borrower hereby grants
      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  Security
      Instrument; Assignment of Leases and Receipts.

     

    Payment
      of the Loan and performance of the Obligations shall be secured, inter alia,
      by
      (a) the Security Instrument and (b) the Assignment of Leases
      and
      Receipts. Borrower shall execute at closing (a) the Security Instrument
      and
      (b) the Assignment of Leases and Receipts, and abide by its obligations
      thereunder.

     

    Section
      6.02  Assignment
      of Property Management Contracts.

     

    Borrower
      and the Property Manager shall execute at closing the Assignment 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  Assignment
      of Operating Agreements.

     

    As
      security for payment of the Loan and performance by Borrower of all Obligations,
      Borrower hereby transfers, sets over and assigns to Lender all of Borrower’s
      right, title and interest in and to the Operating Agreements to Lender for
      security purposes to the fullest extent that the same are
      assignable.

     

    Section
      6.05  Pledge
      as Property; Grant of Security Interest.

     

    As
      security for payment of the Loan and performance by Borrower of all Obligations,
      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 Lockbox Account, the Marriott FF&E Reserve Account and the
      Cash Management Account, (b) all funds and monies from time to time
      deposited or held in each of the Reserve Accounts, the Lockbox Account, the
      Marriott FF&E Reserve Account and the Cash Management Account, and
      (c) all interest accrued, if any, with respect to the Reserve Accounts,
      the
      Lockbox Account, the Marriott FF&E Reserve Account and the Cash Management
      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 Lockbox Account, the Marriott FF&E
      Reserve Account and the Cash Management Account to be applied in accordance
      with
      the terms and provisions of this Agreement, the Lockbox Account Agreement,
      the
      Marriott FF&E Account Control Agreement and the Cash Management Agreement.
      The parties agree that each of the Reserve Accounts, the Lockbox Account, the
      Marriott FF&E Reserve Account and the Cash Management Account is a “deposit
      account” within the meaning of Article 9 of the UCC, that each of the Reserve
      Accounts, the Lockbox Account, the Marriott FF&E Reserve Account and the
      Cash Management 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 Lockbox Account, the Marriott
      FF&E Reserve Account or the Cash Management 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.

     

    Section
      6.08  Assignment
      of Leases and Receipts.

     

    As
      security for payment of the Loan and performance by Borrower of all Obligations,
      Borrower hereby absolutely and unconditionally assigns to Lender, Borrower’s
      right, title and interest in all current and future Leases and Receipts, it
      being intended by Borrower that this assignment constitutes a present, absolute
      assignment and not an assignment for additional security only. Such assignment
      to Lender shall not be construed to bind Lender to the performance of any of
      the
      covenants, conditions or provisions contained in any such Lease or otherwise
      impose any obligation upon Lender. Borrower shall execute and deliver to Lender
      such additional instruments, in form and substance reasonably satisfactory
      to
      Lender, as may hereafter be reasonably requested in writing by Lender to further
      evidence and confirm such assignment. Nevertheless, subject to the terms of
      this
      Section 6.08, Lender grants to Borrower a license to maintain, operate
      and
      manage the Property and to collect, use and apply the Receipts in accordance
      with the terms hereof, which license shall be deemed automatically revoked
      upon
      the occurrence and during the continuance of an Event of Default under this
      Agreement. Any portion of the Receipts held by Borrower shall be held in trust
      for the benefit of Lender for use in the payment of the Debt. Upon the
      occurrence of an Event of Default and during the continuance thereof, the
      license granted to Borrower herein shall automatically be revoked, and Lender
      shall immediately be entitled to possession of all Receipts, whether or not
      Lender enters upon or takes control of the Property. Lender is hereby granted
      and assigned by Borrower the right, at its option, upon revocation of the
      license granted herein, to enter upon the Property in person, by agent or by
      court-appointed receiver to collect the Receipts. Any Receipts collected after
      the revocation of the license may be applied as provided in
      Section 2.04(f).

     

    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)  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 shall not, without Lender’s prior written consent, be amended,
      rescinded or otherwise revoked until the Loan has been paid in
      full.

     

    (e)  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. (The
      requirements of this subsection shall not be construed to permit a Transfer
      in
      violation of Article 10.)

     

    (f)  (i) Borrower
      has, with the exception of the Property, owned no interest in any property,
      (ii) Borrower is currently not 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 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) Borrower has no 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 current (and since the date of
      inception) financial statements and with true, correct and complete copies
      of
      all environmental reports in Borrower’s possession concerning the Property, and
      (v) Borrower’s certifications and statements set forth in the certificates
      attached hereto as Exhibit I
      are true
      and correct.

     

    (g)  For
      the
      period from December 21, 2000 to the date of this Agreement, 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.

     

    (i)  Borrower
      hereby represents and warrants that from the date of its formation on July
      3,
      2000 to December 21, 2000 that it:

     

    (A)  has
      not
      entered into any contract or agreement with any CNL Entity or any constituent,
      owner (but not owners of shares in Publicly Traded Entity), or guarantor of
      any
      obligation of any CNL Entity (individually, a “Related
      Party”
      and
      collectively, the “Related
      Parties”),
      except upon terms and conditions that are commercially reasonable and
      substantially similar to those available in an arm’s-length transaction with an
      unrelated party;

     

    (B)  has
      not
      had paid any of its debts and liabilities from any asset of any CNL
      Entity;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (C)  has
      done
      or caused to be done all things necessary to observe all organizational
      formalities applicable to it and to preserve its existence;

     

    (D)  has
      maintained all of its books, records, financial statements and bank accounts
      separate from those of any CNL Entity;

     

    (E)  has
      not
      had its assets listed as assets on the financial statement of any CNL
      Entity;

     

    (F)  has
      filed
      its own tax returns (except to the extent that it has been a tax-disregarded
      entity not required to file tax returns under applicable law) and, if it is
      a
      corporation, has not filed a consolidated federal income tax return with any
      CNL
      Entity;

     

    (G)  has
      been,
      and at all times has held itself out to the public as, a legal entity separate
      and distinct from any CNL Entity or other Related Party;

     

    (H)  has
      corrected any known misunderstanding regarding its status as an entity separate
      from any CNL Entity;

     

    (I)  has
      not
      conducted any of its business nor held any of its assets in the name of CNL
      Entity;

     

    (J)  has
      not
      identified itself or any CNL Entity as a division or part of the
      other;

     

    (K)  has
      maintained and utilized stationery, invoices and checks separate from those
      of
      any CNL Entity;

     

    (L)  has
      not
      commingled its assets with those of any CNL Entity nor held any of its assets
      in
      the name of any CNL Entity;

     

    (M)  has
      not
      guaranteed or become obligated for the debts of any CNL Entity;

     

    (N)  has
      not
      held itself out as being responsible for the debts or obligations of any CNL
      Entity;

     

    (O)  has
      allocated fairly and reasonably any overhead expenses that have been shared
      with
      a CNL Entity, including paying for office space and services performed by any
      employee of a CNL Entity or Related Party;

     

    (P)  has
      not
      pledged its assets to secure the obligations of any CNL Entity and no such
      pledge remains outstanding except in connection with the Loan;

     

    (Q)  has
      maintained adequate capital in light of its contemplated business
      operations;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (R)  has
      not
      owned any equity interest in any CNL Entity;

     

    (S)  has
      not
      incurred any indebtedness that is still outstanding other than indebtedness
      that
      is permitted under the Loan Documents;

     

    (T)  has
      not
      had any of its obligations guaranteed by a CNL Entity, except for guarantees
      that have been either released or discharged (or that will be discharged as
      a
      result of the closing of the Loan) or guarantees that are expressly contemplated
      by the Loan Documents; and

     

    (U)  none
      of
      the current owners of equity interests in such entity is affiliated with any
      of
      the owners of equity interests in such entity during the period July 3, 2000
      through December 21, 2000 other than Marriott.

     

    Section
      7.02  Definition
      of Single Purpose Entity.

     

    (a)  Borrower
      Criteria.
      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 (i) 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(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 (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 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 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 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
      Borrower, 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)  except
      as
      Property Manager may access Borrower’s funds to pay 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 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
      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
      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 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.

     

    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 the state where the Property is located; and (b) has
      all
      necessary approvals, governmental and otherwise, and full power and authority
      to
      own, operate and lease the Property 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 Property 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 the recordation of the Security
      Instrument in the appropriate land records in the state where the Property
      is
      located and UCC filings relating to the security interest created hereby and
      by
      the Security Instrument which are necessary to perfect Lender’s security
      interest in the Property).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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,
      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.

     

    Borrower
      has good and insurable fee simple title of record to the portion of the Property
      owned in fee and good and insurable leasehold title to the portion of the
      Property encumbered by the Ground Lease, free and clear of all Liens whatsoever
      except for the Permitted Encumbrances. The Security Instrument and Assignment
      of
      Leases and Receipts, when properly recorded in the appropriate recording office,
      together with the UCC financing statements required to be filed in connection
      therewith, will create (a) a valid, first priority, perfected lien on
      the
      Property subject only to Permitted Encumbrances; and (b) perfected security
      interests in and to, and perfected assignments as collateral of, all Personal
      Property (including, without limitation, the Leases), all in accordance with
      the
      terms thereof, in each case subject only to any Permitted Encumbrances. None
      of
      the Permitted Encumbrances, individually or in the aggregate:
      (a) materially interfere with the benefits of the security intended
      to be
      provided by the Security Instrument, (b) materially and adversely affect
      the value of the Property, or (c) materially and adversely impair the
      use
      and operations of the Property. Borrower owns or has rights in all collateral
      given as security for the Loan, free and clear of any and all Liens except
      for
      the Liens created in favor of Lender in connection with the Loan. Borrower
      shall
      forever warrant, defend and preserve the title and the validity and priority
      of
      the Liens created in favor of Lender in connection with the Loan and shall
      forever warrant and defend the same to Lender against the claims of all persons
      whomsoever.

     

    Section
      8.07  Condition
      of the Property.

     

    The
      Improvements are structurally sound, in good repair and, to the best of
      Borrower’s knowledge, free of defects in materials and workmanship and have been
      constructed and installed in substantial compliance with the plans and
      specifications relating thereto. All major building systems located within
      the
      Improvements (including, without limitation, the heating and air conditioning
      systems, the electrical systems, plumbing systems, and all liquid and solid
      waste disposal, septic and sewer systems) are in compliance in all material
      respects with all Requirements of Law and, to the best of Borrower’s knowledge,
      in good working order and condition. Except as set forth on Exhibit L, the
      Property is free from damage caused by fire or other casualty.

     

    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  Requirements
      of Law.

     

    The
      Property and its present and contemplated use and occupancy are in compliance
      in
      all material respects with all applicable Requirements of Law.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      8.10  Operating
      Permits.

     

    Borrower
      has obtained all material licenses, permits, registrations, certificates and
      other approvals, governmental and otherwise (including, without limitation,
      zoning, building code, land use and environmental), necessary for the use,
      occupancy and operation of the Property and the conduct of its business thereat,
      all of which are in full force and effect as of the date hereof. No event or
      condition currently exists which could result in the revocation, suspension,
      or
      forfeiture thereof which could reasonably be expected to result in a Material
      Adverse Effect.

     

    Section
      8.11  Separate
      Tax Lot.

     

    The
      Property is assessed for real estate tax purposes as one or more wholly
      independent tax lot or lots, separate from any adjoining land or improvements
      not constituting a part of the Property.

     

    Section
      8.12  Flood
      Zone.

     

    Except
      as
      otherwise disclosed on the survey of the Property provided to Lender in
      connection with the Loan, no portion of the Improvements is located in an area
      identified by the Federal Emergency Management Agency or any successor thereto,
      as an area having special flood hazards.

     

    Section
      8.13  Adequate
      Utilities.

     

    The
      Property is adequately served by all utilities required for the current or
      contemplated use thereof. All water and sewer systems are provided to the
      Property by public utilities, and the Property has accepted or is equipped
      to
      accept such utility services.

     

    Section
      8.14  Public
      Access.

     

    All
      public roads and streets necessary for access to the Property for the current
      or
      contemplated use thereof have been completed, are serviceable and all-weather,
      and are physically and legally open for use by the public.

     

    Section
      8.15  Boundaries.

     

    Except
      as
      may be revealed in the Survey provided by Borrower, all of the Improvements
      lie
      wholly within the boundaries and building restriction lines of the Property,
      and
      no easements or other encumbrances affecting the Property (including, without
      limitation, the Permitted Encumbrances) encroach upon any of the Improvements,
      and no improvements on adjacent properties encroach upon the
      Property.

     

    Section
      8.16  Mechanic
      Liens.

     

    No
      mechanics’, materialmen’s or similar liens or claims have been, or may be, filed
      for work, labor or materials affecting the Property which are or may be Liens
      prior, equal or subordinate to the Security Instrument (unless disclosed in
      writing in writing to Lender prior to the closing and insured against
      enforcement under the Title Insurance Policy).

     

    Section
      8.17  Assessments.

     

    Except
      as
      reflect in the Title Policy, and to the best of Borrower’s knowledge, no unpaid
      assessments for public improvements or assessments otherwise affecting the
      Property currently exist or, to the best of Borrower’s knowledge, are pending,
      nor are improvements contemplated to the Property that may result in any such
      assessments.

     

    Section
      8.18  Insurance.

     

    Borrower
      has caused Property Manager to obtain and deliver to Lender all insurance
      policies Lender has required pursuant to Section 9.03 of this Agreement,
      with all Insurance Premiums prepaid thereunder, reflecting the insurance
      coverages, amounts and other requirements set forth in this Agreement. No party,
      including Borrower, has to Borrower’s knowledge done, by act or omission,
      anything which would impair the coverage of any of such insurance policies
      and,
      except as set forth on Exhibit L, no claims have been made under any of such
      insurance policies.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 non-disturbance and attornment agreement subordinating
      the Lease to the lien of the Security Instrument; (e) 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 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 Borrower
      Lessee or Property Manager in the full amount reported on the Rent Roll;
      (i) except as set forth on Exhibit
      L,
      all
      work to be performed by 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 knowledge, no offsets or defenses exist in favor of any
      tenant to the payment of any portion of the Rents and Borrower has no 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) to Borrower’s knowledge 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
      Borrower or any Affiliate of Borrower regarding any Lease. No portion of the
      Property is licensed to or occupied by any Affiliate of 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, 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 them, 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  No
      Illegal Activity as Source of Funds.

     

    No
      portion of the Property has been or will be purchased, improved, equipped or
      furnished with proceeds of any illegal activity.

     

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

     

    Borrower
      and Guarantor and to the best of Borrower’s knowledge (a) each Person
      owning an interest in 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  Ground
      Lease.

     

    (a)  Recording.
      The
      Ground Lease or a memorandum thereof has been duly recorded, the Ground Lease
      permits the interest of the lessee thereunder to be encumbered by the Security
      Instrument, subject to the provisions of the Ground Lease including compliance
      by Lender with the filing provisions under Section 20.2 of each Ground Lease,
      and there has not been a material change in the terms of the Ground Lease since
      its recordation.

     

    (b)  No
      Senior Liens.
      Except
      for the Permitted Encumbrances, Borrower’s interest in the Ground Lease is not
      subject to any liens or encumbrances superior to, or of equal priority with,
      the
      Security Instrument, other than the related ground lessor’s related fee
      interest.

     

    (c)  Ground
      Lease Assignable.
      Borrower’s interest in the Ground Lease is assignable to Lender upon notice to,
      but without the consent of, the ground lessor. The Ground Lease does not
      prohibit Lender from further assigning the Ground Lease to a third party in
      connection with any transfer of the Loan without the consent of the ground
      lessor.

     

    (d)  Default.
      The
      Ground Lease is in full force and effect and no default by Borrower has occurred
      under the Ground Lease and there is no existing condition which, but for the
      passage of time or the giving of notice, would result in a default by Borrower
      under the terms of the Ground Lease.

     

    (e)  Notice.
      The
      Ground Lease requires the ground lessor thereunder to give notice of any default
      by Borrower to any mortgagee and provides that notice of termination given
      under
      the Ground Lease is not effective against such mortgagee unless a copy of the
      notice has been delivered to the mortgagee in the manner described in the Ground
      Lease.

     

    (f)  Cure.
      Lender
      is permitted a reasonable opportunity (including, where necessary, certain
      time
      period to gain possession of the interest of Borrower under the Ground Lease)
      to
      cure any default under the Ground Lease, which is curable after the receipt
      of
      notice of the default before the ground lessor thereunder may terminate the
      Ground Lease.

     

    (g)  Term.
      The
      Ground Lease has a term which extends not less than twenty (20) years beyond
      the
      Maturity Date.

     

    (h)  New
      Lease.
      Pursuant to Arizona State Law, the Ground Lease requires the ground lessor
      to
      enter into a new lease upon termination of the Ground Lease by reason of the
      rejection of the Ground Lease in a bankruptcy proceeding, provided that Lender
      cures any defaults which are susceptible to being cured.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)  Subleasing.
      The
      Ground Lease does not impose commercially unreasonable restrictions on
      subletting.

     

    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 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 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, at its own expense, may 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 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 Borrower or
      the
      Property is subject and does not constitute a default thereunder; (iv) if
      Borrower has not paid the disputed amounts in full under protest, Borrower
      shall
      deposit with Lender cash (or other security as may be approved, in writing,
      by
      Lender) in an amount Lender deems sufficient to insure the payment of any such
      Taxes or Other Charges together with interest and penalties thereon, if any,
      provided that after a Securitization, one hundred ten percent (110%)
      of the
      contested amount (plus anticipated penalty and interest) shall be deposited
      with
      Lender; (v) Borrower furnishes to Lender all other items reasonably
      requested by Lender; and (vi) upon a final determination thereof, Borrower
      promptly pays the amount of any such Taxes or Other Charges, together with
      all
      costs, interest and penalties which may be payable in connection therewith.
      Lender may pay over any security held by Lender pursuant to this Section to
      the
      claimant entitled thereto at any time when, in Lender’s judgment, the
      entitlement of such claimant is established, and, to the extent the security
      posted by Borrower with Lender is insufficient to pay the full amount due
      (including, without limitation, any penalties or interest thereon), Borrower
      shall be liable for the deficiency. If Lender pays the deficiency (which Lender
      shall not be obligated to do), the amount paid by Lender 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 Security Instrument and other
      collateral given to secure the Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.03  Insurance.

     

    (a)  Insurance
      Required During the Loan Term.
      Subject
      to Section 9.03(g) below, Borrower, at Borrower’s expense, shall obtain and
      maintain during the term of the Loan such insurance coverage (including, without
      limitation, type, minimum coverage amount, maximum deductible and acceptable
      exclusions) for Borrower and the Property as Lender deems reasonably necessary
      considering, among other things, the location and occupancy of the Property
      and
      all uses of the Property. Lender reserves the right to periodically review
      the
      insurance coverage Lender has required (types, minimum coverage amounts and
      maximum deductibles) and to increase or otherwise change the required coverage
      should Lender deem an increase or change to be reasonably necessary under then
      existing circumstances. Without limiting Lender’s rights hereunder in any
      respect, it shall be deemed reasonable for Lender to require no less coverage
      than the coverage in place on the Closing Date. Subject to the foregoing, Lender
      shall require the following insurance coverage to be effective during the term
      of the Loan, coverage amounts and deductibles to be acceptable to
      Lender:

     

    (i)  Property
      Insurance.
      Casualty insurance must be maintained for the Improvements and all Personal
      Property insuring against any peril now or hereafter included within the
      classification “all risks of physical loss” and in an amount at all times
      sufficient to prevent Borrower or Lender from becoming a co-insurer within
      the
      terms of the applicable policies but in any event at all times equal to the
      full
      replacement cost (as reasonably determined and adjusted from time to time by
      Lender) of the Improvements and Personal Property (without taking into account
      any depreciation and exclusive of excavations, footings and foundations,
      landscaping and paving), without any exclusions for windstorms. In all cases
      where (A) the outstanding principal balance on the Note exceeds $5 million,
      or (B) any part of the Improvements constitutes a legal non-conforming
      use
      under the Requirements of Law, such insurance must include “Ordinance of Law
      Coverage,” with “Time Element,”“Loss to the Undamaged Portion of the
      Building,”“Demolition Cost” and “Increased Cost of Construction” endorsements,
      in the amount of coverage requested by Lender. The policy must name Lender
      as an
      insured mortgagee under a standard mortgagee clause. The deductible shall not
      exceed $50,000.00.

     

    (ii)  Insurance
      against Acts of Terrorism.
      The
      insurance coverage provided under Section 9.03(a) in effect as of the
      Closing Date and during the Loan term must also insure against loss or damage
      resulting from acts of terrorism or comparable coverage acceptable to Lender
      in
      its discretion; provided, however, that (A) such terrorism coverage
      shall
      be required only so long as, and to the extent, such terrorism coverage is
      commercially available; and (B) in no event shall Borrower be required
      to
      pay in excess of commercially reasonable rates. The deductible shall not exceed
      $50,000.00.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii)  Boiler
      and Machinery Insurance.
      Broad
      form boiler and machinery insurance (without exclusion for explosion) and
      systems breakdown coverage must be maintained, covering all steam boilers,
      pipes, turbines, engines or other pressure vessels, electrical machinery, HVAC
      equipment, refrigeration equipment and other similar mechanical equipment
      located in, on or about the Property in such amount per accident equal to the
      full replacement cost thereof (as reasonably determined and adjusted from time
      to time by Lender) and also providing coverage against loss of occupancy or
      use
      arising from any breakdown thereof. The policy must name Lender as an insured
      under a standard joint loss clause and provide that all proceeds are to be
      paid
      to Lender.

     

    (iv)  Flood
      Insurance.
      Flood
      insurance must be maintained if any portion of the Improvements is located
      in an
      area identified by the Federal Emergency Management Agency or any successor
      thereto as a 100-year flood zone or special hazard area. The required coverage
      amount shall be equal to the full replacement cost of the Improvements and
      Personal Property (without taking into account any depreciation and exclusive
      of
      excavations, footings and foundations, landscaping and paving). Such coverage
      may need to be purchased through excess carriers if the required coverage
      exceeds the maximum insurance available for the Property under the then-current
      guidelines published by the Federal Emergency Management Agency or any successor
      thereto. The policy must name Lender as an insured mortgagee under a standard
      mortgagee clause.

     

    (v)  Business
      Interruption.
      Business interruption insurance must be maintained in an amount sufficient
      to
      provide the lost rental income for the Property for a period of not less than
      18
      months from the date of Casualty, with a 12 month extended period of indemnity.
      For purposes of this coverage, “rental income” means the sum of (a) the
      total, then ascertainable Receipts, including Rents payable under any Leases,
      and (b) the total ascertainable amount of all other payments to be received
      by Borrower from third parties which are the legal obligation of the tenants,
      reduced to the extent such amounts would not be received because of operating
      expenses not incurred during the period that any portion of the Property cannot
      be occupied as a result of the Casualty. The policy must name Lender as a loss
      payee and provide that all proceeds are to be paid to Lender.

     

    (vi)  Liability
      Insurance.
      Commercial general liability insurance coverage must be maintained, covering
      bodily injury or death and property damage, including all legal liability to
      the
      extent insurable and all court costs, legal fees and expenses, arising out
      of,
      or connected with, the possession, use, leasing, operation, maintenance or
      condition of the Property in such amounts generally required by institutional
      lenders for properties comparable to the Property but in no event for a combined
      single limit of less than $5,000,000.00 and $2,500,000.00 per occurrence. The
      required coverage must provide for claims to be made on an occurrence basis.
      The
      policy must name Lender as an additional insured. The insurance coverage
      required under this subsection (vi) may be satisfied by a layering
      of
      Commercial General Liability, Umbrella and Excess Liability Policies, but in
      no
      event will the Commercial General Liability policy be written for an amount
      less
      than $2,500,000.00 per occurrence and $5,000,000.00 aggregate for bodily injury
      and property damage liability. Lender may require umbrella coverage which will
      be evaluated on a case by case basis but in no event shall the amount of
      umbrella coverage be less than $50,000,000.00.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii)  Workers’
      Compensation Insurance.
      Workers’ compensation insurance must be maintained with respect to all employees
      employed at the Property, in compliance with the laws of the state in which
      the
      Property is located.

     

    (viii)  Earthquake
      Insurance.
      If the
      Property is located in a high earthquake hazard area, earthquake must be
      maintained in form, amount and with deductibles satisfactory to
      Lender.

     

    (ix)  Other
      Coverage.
      Without
      limiting Lender’s rights under this Section 9.03(a), Lender may also
      require Borrower to maintain builder’s risk insurance during any period of
      construction, renovation or alteration of the Improvements, motor vehicles
      liability insurance in connection with all owned or non-owned motor vehicles
      used in connection with the management or maintenance of the Property, “dram
      shop” or similar coverage if alcoholic beverages are sold at the Property,
      fidelity bond coverage for employees handling Receipts and other income from
      the
      Property, environmental insurance, sinkhole coverage and other insurance with
      respect to the Property or on any replacements or substitutions thereof or
      additions thereto against other insurable hazards or casualties which at the
      time are commonly insured against in the case of property similarly situated,
      due regard being given to the height and type of buildings, their construction,
      location, use and occupancy.

     

    (b)  Qualified
      Insurers; Lender’s Consent.
      All
      insurance must be issued under valid and enforceable policies of insurance
      acceptable to Lender and issued by one or more domestic primary insurers
      authorized to issue insurance in the state in which the Property is located.
      Each insurer must have a minimum claims paying ability rating of “A+” or better
      from S&P. Lender’s approval of insurance coverage at any time is not a
      representation or warranty concerning the sufficiency of any coverage or the
      solvency of any insurer, and Lender shall not be responsible for, nor incur
      any
      liability for, the insolvency of the insurer or other failure of the insurer
      to
      perform.

     

    (c)  Policy
      Requirements.
      All
      policies must be for a term of not less than a year and name Lender as a
      beneficiary of such coverage as provided in this Section 9.03 or otherwise
      identified by Lender. Each policy must also contain: (i) an endorsement
      or
      provision that permits recovery by Lender notwithstanding the negligent or
      willful acts or omission of Borrower; (ii) a waiver of subrogation
      endorsement as to Lender to the extent available at commercially reasonable
      rates; (iii) a provision that prohibits cancellation or termination
      before
      the expiration date, denial of coverage upon renewal, or material modification
      without at least thirty (30) days prior written notice to Lender in
      each
      instance; and (iv) effective waivers by the insurer of all claims for
      Insurance Premiums against Lender. If the required insurance coverage is to
      be
      provided under a blanket policy covering the Property and other properties
      and
      assets not part of the Property, such blanket policy must specify the portion
      of
      the total coverage that is allocated to the Property and any sublimit in such
      blanket policy which is applicable to the Property and shall otherwise comply
      in
      all respects with the requirements of this Section 9.03.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Evidence
      of Insurance.
      Borrower must deliver to Lender certificates evidencing all insurance required
      hereunder in form and substance reasonably acceptable to Lender. In addition,
      Lender shall have the right to inspect (i) the original of each insurance
      policy required hereunder or (ii) a copy of such policy certified by
      the
      insurance agent to be a true, correct and complete copy of the original, in
      either case, at the office of Property Manager during reasonable business hours.
      Evidence of the required coverage for the first year of the Loan (as well as
      proof of payment of the first years premium) must be delivered to Lender on
      or
      before the Closing Date and thereafter not less than thirty (30) days
      prior
      to the expiration date of each policy.

     

    (e)  Lender’s
      Right to Obtain Insurance for Borrower.
      If
      Borrower fails to deliver to Lender the evidence of insurance coverage required
      by this Agreement and does not cure such deficiency within ten (10)
      days
      after Lender’s notice of nondelivery, an Event of Default shall be deemed to
      have occurred (without further cure period or notice) and Lender may procure
      such insurance at Borrower’s expense, without prejudice to Lender’s rights upon
      an Event of Default. All amounts advanced by Lender to procure the required
      insurance shall be added to principal, secured by the Security Instrument and
      bear interest at the Default Rate. Lender shall not be responsible for, nor
      incur any liability for the insolvency of the insurer or other failure of the
      insurer to perform, even though Lender has caused the insurance to be placed
      with the insurer after Borrower’s failure to furnish such
      insurance.

     

    (f)  Additional
      Insurance.
      Borrower shall not obtain insurance for the Property in addition to that
      required by Lender without Lender’s prior written consent, which consent will
      not be unreasonably withheld provided that (i) Lender is named insured
      on
      such insurance, (ii) Lender receives evidence of such insurance as required
      by subsection (d) above, and (iii) such insurance complies with
      all of
      the applicable requirements set forth in this Agreement.

     

    (g)  Additional
      Insurance, Escrow, Casualty and Condemnation Provision.
      Notwithstanding anything above in this Section 9.03 or Section 9.04
      to
      the contrary, provided a Marriott Management Period is in existence and Borrower
      participates in Marriott’s insurance programs, and there then exists no default
      under the Property Management Contracts (beyond any applicable cure period),
      Borrower shall enforce and comply with the insurance and damage, destruction
      and
      condemnation requirements and obligations set forth in the Property Management
      Contracts, and shall provide to Lender evidence reasonably acceptable to Lender
      that such insurance is, at all times, in full force and effect as regards the
      Property. So long as a Marriott Management Period exists:

     

    (i)  Lender
      agrees that Borrower may comply with the requirements of Section 9.03
      above
      by causing Lessee to cause Marriott to maintain the types and amounts of
      insurance coverage required under the Property Management Contracts, or carrying
      the required coverage under blanket policies of CNL approved by Lender provided
      that such program of insurance is a Qualified Insurance Program;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii)  Lender
      agrees to make insurance or condemnation proceeds available if required under
      the terms of the Property Management Contracts unless any of the following
      (each, a “Proceeds
      Shortfall Failure”)
      shall
      occur:

     

    (A)  the
      insurance or condemnation proceeds, as applicable, are insufficient to pay
      the
      costs of Restoration and both Borrower and the Property Manager fail to either
      (1) deposit any deficiency with Lender, (2) provide Lender with
      a
      letter of credit or other security as shall be reasonably satisfactory to Lender
      to insure that an amount equal to such deficiency will be available as and
      when
      required to pay the costs of Restoration, together with a Rating Confirmation
      with respect thereto, or (3) provide Lender with such other evidence
      as
      shall be reasonably acceptable to Lender that an amount equal to such deficiency
      will be available as and when required to pay the costs of Restoration, together
      with a Rating Confirmation with respect thereto;

     

    (B)  Lender
      determines that the Restoration is not reasonably capable of being completed
      at
      least 6 months prior to the Maturity Date (as same may be extended by Borrower
      in accordance with this Agreement, and if so, as so extended);

     

    (C)  the
      Restoration can not be completed within 15 months (not to exceed the number
      of
      months remaining until the Maturity Date, assuming all extension periods
      available under Section 2.03(d) hereof will be exercised, provided that Lender
      is satisfied that Borrower is able to satisfy the conditions set forth in
      Section 2.03(d) hereof) from the date that the insured casualty or condemnation,
      as applicable, occurred; or

     

    (D)  the
      proceeds derived from available business interruption insurance shall be
      insufficient to fully cover the period that the Property is undergoing
      restoration.

     

    Section
      9.04  Obligations
      upon Condemnation or Casualty.

     

    Subject
      to Section 9.03(g) above, 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, except as otherwise provided below, shall promptly and
      diligently pursue Borrower’s claim for a Condemnation award or insurance
      proceeds, as applicable. Borrower shall not make any agreement in lieu of
      Condemnation or accept any Condemnation award without Lender’s prior written
      consent. Borrower shall not accept any settlement of insurance proceeds with
      respect to a Casualty without Lender’s prior written consent. If requested by
      Lender, Borrower agrees 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 Pursue Claim.
      Borrower hereby grants Lender the authority, during the continuance of an Event
      of Default only, at Lender’s option, either: (i) to settle and adjust any
      claim arising with respect to the Casualty or Condemnation without Borrower’s
      consent, or (ii) to allow Borrower to settle and adjust such claim;
      provided that, in either case, the insurance proceeds or Condemnation award,
      as
      applicable, is paid directly to Lender. 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 and the
      Security Instrument is discharged of record, with Borrower hereby ratifying
      all
      that its said attorney shall do by virtue thereof) to endorse any agreements,
      instruments or drafts received in connection with a Casualty or Condemnation.
      If
      no Event of Default has occurred, Borrower shall not settle or adjust any
      Casualty or Condemnation claim in excess of $10,000,000 without Lender’s prior
      written consent (such consent not to be unreasonably withheld, conditioned
      or
      delayed). If any portion of the insurance proceeds or Condemnation award, as
      applicable, should be paid directly to Borrower, Borrower shall be deemed to
      hold such amounts in trust for Lender and shall promptly remit such amounts
      to
      Lender. If the Property is sold, through foreclosure or otherwise, prior to
      the
      receipt of the Condemnation award, Lender shall have the right, whether or
      not a
      deficiency judgment on the Note shall have been sought, recovered or denied,
      to
      receive the proceeds of such sale in an amount sufficient to pay the Loan in
      full. All expenses incurred by Lender in the settlement and collection of
      amounts paid with respect to a Casualty or Condemnation (including, without
      limitation, reasonable legal fees and expenses) shall be deducted and reimbursed
      to Lender from the insurance proceeds or Condemnation award, as applicable,
      prior to any other application thereof. The insurance proceeds or Condemnation
      award paid or payable on account of a Casualty or Condemnation, as applicable
      (including all business interruption insurance proceeds paid as a result of
      such
      Casualty or Condemnation), less expenses to be reimbursed to Lender hereunder,
      is referred to herein as the “Restoration
      Proceeds.”

     

    (c)  Application
      of Restoration Proceeds; Restoration Obligations.
      Except
      as specifically hereafter provided in subsection (d) below, Lender may,
      in
      its sole discretion, either (i) apply the Restoration Proceeds to payment
      of the Loan, whether or not then due and payable, or (ii) hold and release
      the Restoration Proceeds to Borrower (a) for the costs of Restoration
      undertaken by Borrower in accordance with this Agreement and (b) to
      cover
      any shortfall in Operating Income as a result of such Casualty or Condemnation
      that is necessary to pay in full the debt service payments due from Borrower
      on
      each Payment Due Date and other Operating Expenses falling due during the period
      until Restoration is completed; provided, however, that Lender shall have no
      obligation to release Restoration Proceeds to fund amounts contemplated by
      clause (b) unless (1) Lender is satisfied that Restoration Proceeds
      are sufficient to pay in full the estimated cost to complete Restoration and
      (2) all Operating Expenses to be funded with Restoration Proceeds are
      approved by Lender. If Lender applies Restoration Proceeds to payment of the
      Loan and the Loan is still outstanding, interest will continue to accrue and
      be
      due on the unpaid principal at the Applicable Interest Rate. If Lender makes
      the
      Restoration Proceeds available to Borrower for Restoration, Borrower shall
      diligently pursue Restoration so as to restore the Property to at least equal
      value and substantially the same character as existed immediately prior to
      such
      Casualty or Condemnation. All plans and specifications for the Restoration
      and
      all contractors, subcontractors and materialmen to be engaged in the
      Restoration, as well as the contracts under which they have been engaged, shall
      be subject to Lender’s prior review and approval. Lender may engage, at
      Borrower’s expense, an independent engineer or inspector to assist Lender in its
      review of the approvals requested of Lender in connection with the Restoration
      and to periodically inspect the Restoration in progress and upon substantial
      completion.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Condition
      to Release of Restoration Proceeds for Restoration.
      Lender
      agrees to make the Restoration Proceeds available to Borrower for Restoration
      pursuant to Section 9.03(g) if applicable, or otherwise, as long as the
      following conditions have been satisfied:

     

    (i)  No
      Event
      of Default exists.

     

    (ii)  Borrower
      demonstrates to Lender’s satisfaction that the Restoration Proceeds are
      sufficient to pay in full the estimated cost to complete Restoration and any
      shortfalls in Operating Income as a result of such Casualty or Condemnation
      that
      are anticipated until Restoration is substantially completed, or, if the
      Restoration Proceeds are determined by Lender to be insufficient to pay such
      costs in full, Borrower deposits with Lender, in cash or by a cash equivalent
      acceptable to Lender, the additional amount estimated by Lender to be necessary
      to pay the full cost of Restoration (“Restoration
      Deficiency Deposit”).

     

    (iii)  Restoration
      can be completed not later than the earlier of (A) twelve (12)
      months
      from the date the Casualty or Condemnation occurred, (B) six (6) months
      prior to the Maturity Date (assuming all extension periods available under
      Section 2.03(d) hereof will be exercised, provided that Lender is satisfied
      that
      Borrower is able to satisfy the conditions set forth in Section 2.03(d) hereof),
      (C) the earliest date by which completion is required under the Requirements
      of
      Law to preserve the right to rebuild the Improvements as they existed prior
      to
      the Casualty or Condemnation or (D) the expiration of Borrower’s business
      interruption insurance.

     

    (iv)  If
      a
      Condemnation has occurred, less than 10% of the Land is taken and the land
      taken
      is along the perimeter or periphery of the Land, and no portion of the
      Improvements are taken.

     

    (v)  If
      a
      Casualty has occurred, less than 25% of the total floor area of the Improvements
      is damaged or rendered unusable by the Casualty and Borrower demonstrates to
      Lender’s satisfaction that a reasonable means of access exists to the Property
      and within the Improvements unaffected by the Casualty.

     

    (vi)  Borrower
      demonstrates to Lender’s satisfaction that, upon completion of Restoration, the
      net cash flow of the Property will be restored to a level sufficient to cover
      all Operating Expenses of the Property, including, without limitation,
      supporting a Debt Service Coverage Constant Ratio at least equal to, or greater
      than, the Debt Service Coverage Constant Ratio existing as of the Closing
      Date.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (vii)  The
      Property and its use after completion of Restoration will be in compliance
      with,
      and permitted under, all Requirements of Law.

     

    (e)  Disbursement
      Procedure; Holdback.
      If the
      Restoration Proceeds will be made available by Lender to Borrower for
      Restoration and the estimated cost of Restoration approved by Lender (together
      with all other amounts then held by Borrower pursuant to this
      subsection (e)) is less than $10,000,000, Lender shall disburse the
      entire
      amount of the Restoration Proceeds to Borrower (or, at Lender’s option, to
      Property Manager), and Borrower hereby covenants and agrees to use the
      Restoration Proceeds solely for Restoration performed in accordance with this
      Agreement. If, however, the estimated cost of Restoration approved by Lender
      (together with all other amounts then held by Borrower pursuant to this
      subsection (e)) is more than $10,000,000, Lender may retain the Restoration
      Proceeds in an interest bearing escrow account and make periodic disbursements
      to Borrower as follows:

     

    (i)  Disbursements
      for Restoration.
      (A) Lender
      will disburse Restoration Proceeds for the costs of Restoration to, or as
      directed by, Borrower from time to time during the course of the Restoration,
      upon receipt of evidence reasonably satisfactory to Lender that (1) all
      materials installed and work and labor performed in connection with the
      Restoration have been paid in full (except to the extent that they are to be
      paid out of the requested disbursement), and (2) there exist no notices
      of
      pendency, stop orders, mechanic’s or materialman’s liens or notices of intention
      to file same, or any other Liens of any nature whatsoever on the Property
      arising out of the Restoration which have not either been fully bonded and
      discharged of record or, in the alternative, fully insured to Lender’s
      reasonable satisfaction by the title company insuring the Lien of the Security
      Instrument.

     

    (B)  Lender
      may limit disbursements to not more than one (1) per month.

     

    (C)  Lender
      may hold-back from each requested disbursement an amount equal to the greater
      of
      (1) ten percent (10%) of the requested disbursement or (2) the
      amount
      which Borrower is permitted to withhold under its contract with the contractor
      or supplier to be paid with the proceeds of such disbursement (either a
“Restoration
      Holdback”).
      Amounts held as the Restoration Holdback shall be disbursed once:
      (1) Lender receives satisfactory evidence that Restoration has been
      fully
      completed in accordance with all Requirements of Law; (2) Lender receives
      satisfactory evidence that all Restoration costs have been paid in full or
      will
      be fully paid from the remaining Restoration Proceeds and the Restoration
      Holdback; and (3) Lender receives, at Lender’s option, a search of title to
      the Property, effective as of the date on which the Restoration Holdback is
      to
      be disbursed, showing no Liens other than the Permitted Encumbrances or an
      endorsement to its Title Insurance Policy which updates the effective date
      of
      such policy to the date on which the Restoration Holdback is to be disbursed
      and
      which shows no Liens since the date of recordation of the Security Instrument
      (other than the Permitted Encumbrances).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (D)  Notwithstanding
      subsection (C) above, Lender may release from the Restoration Holdback
      payments to a contractor or supplier if: (1) Lender receives satisfactory
      evidence that such contractor has satisfactorily completed its contract with
      Borrower; (2) such contractor or supplier delivers to Lender an acceptable
      written waiver of its mechanic’s lien, in recordable form; and (3) Borrower
      provides written consent from the surety company, if any, which has issued
      a
      payment or performance bond with respect to such contractor or supplier. In
      this
      context, Lender shall not unreasonably withhold is consent to a general
      reduction of the retainage percentage to five percent (5%) after Restoration
      is
      at least fifty percent (50%) complete.

     

    (ii)  Disbursements
      for Shortfalls in Operating Income.
      Provided that Lender reasonably determines that the Restoration Proceeds are
      sufficient to pay in full the estimated cost to complete Restoration, Lender
      will disburse Restoration Proceeds (including all excess business interruption
      insurance proceeds paid as a result of such Casualty or Condemnation) not
      reserved for Restoration to pay the shortfall in Operating Income necessary
      to
      pay (A) first, the debt service payments due from Borrower on the Loan
      and
      Mezzanine Borrower on the Mezzanine Loan on each Payment Due Date falling due
      from the date of the Casualty or Condemnation through the date on which
      Restoration is substantially completed (B) then, any Operating Expenses
      (C)
      then, deposits to any Reserve Accounts required to be paid pursuant to this
      Agreement and (D) then the payment of rent due from Lessee to Borrower under
      the
      Operating Lease. Lender may require satisfactory evidence that Operating
      Expenses to be paid have been incurred and may issue payments directly to the
      Person entitled to the payment claimed as an Operating Expense.

     

    (iii)  Restoration
      Proceeds Deemed Insufficient.
      If, in
      Lender’s reasonable judgment, at any time during Restoration, the undisbursed
      portion of the Restoration Proceeds shall not be sufficient to pay the costs
      remaining for Restoration to be completed or to pay any shortfall in Operating
      Income needed to pay in full Borrower’s debt service payments on the Loan and
      Operating Expenses anticipated to be incurred during the period of Restoration,
      Borrower shall deposit the deficiency with Lender, in cash or by a cash
      equivalent acceptable to Lender (also called a “Restoration
      Deficiency Deposit”),
      within ten (10) days after Lender’s notice of such deficiency, and no
      further disbursement of the Restoration Proceeds will be made until such funds
      are deposited. Amounts held by Lender as the Restoration Deficiency Deposit
      shall be disbursed in accordance with this Section 9.04.

     

    (iv)  Consequence
      of Event of Default.
      Lender
      shall not be obligated to disburse Restoration Proceeds or amounts from the
      Restoration Holdback when an Event of Default exists, and upon the occurrence
      of
      an Event of Default, any undisbursed portion of the Restoration Proceeds
      (including the Restoration Deficiency Deposit and the Restoration Holdback)
      may,
      at Lender’s option, be applied against the Loan, whether or not then due or
      accelerated, in such order and manner as Lender determines.

     

    (v)  Surplus
      Restoration Proceeds After Restoration Completion.
      Any
      Restoration Proceeds remaining after full payment of Restoration costs and
      unpaid expenses due to Lender for which Lender is permitted reimbursement under
      this Section 9.04 shall be released to Borrower provided no Event of
      Default exists, and Borrower delivers evidence satisfactory to Lender that
      (i) Restoration has been completed in accordance in all material respects
      with all Requirements of Law and (ii) the Property is free and clear
      of all
      Liens which may be asserted with respect to the Restoration; provided, however,
      if the Mezzanine Loan is then outstanding, Borrower hereby instructs and directs
      Lender to pay such excess to Mezzanine Lender.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      9.05  Inspections
      and Right of Entry.

     

    Lender
      and its agents may enter the Property upon prior notice to Borrower (notice
      to
      be given unless an Event of Default or an emergency exists, as determined by
      Lender in good faith) to inspect the Property and Borrower’s books and records
      relating to the Property. In making such entry and inspection, Lender agrees
      to
      use reasonable efforts to minimize disturbance to Borrower and tenants of the
      Property. Lender and its agents shall have access, at all reasonable times,
      to
      the Property, including, without limitation, all contracts, plans and
      specifications, permits, licenses and approvals required or obtained in
      connection with the Property.

     

    Section
      9.06  Leases
      and Receipts.

     

    (a)  Right
      to Enter into New Leases.
      Borrower may 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 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) Borrower has satisfied all conditions of this Section. Lender’s
      acceptance of 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
      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 promptly provide Lender with a copy of any
      termination, amendment, modification or supplement to the Operating Lease
      entered into by 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) 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, 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; (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 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 promptly send
      copies to Lender of all notices of default which Borrower shall send or receive
      (or may have sent or received) under any Lease (other than a Permitted Lease);
      (iii) shall 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 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 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 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 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, 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 will not 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 maintain the Property in a good and safe condition and repair. No portion
      of the Property (except for immaterial portions of the Personal Property) shall
      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 promptly repair or replace any portion of the Property which
      may
      become damaged, worn or dilapidated.

     

    (b)  Notwithstanding
      the foregoing, Borrower shall or shall cause Lessee to perform the repairs
      at
      the Property specified on Exhibit
      F
      (such
      repairs hereinafter referred to as the “Required
      Repairs”).
      Borrower shall complete the Required Repairs on or before the required deadline
      for each repair specified on Exhibit
      F
      and
      shall provide notice to Lender that such work has been completed. It shall
      be an
      Event of Default under this Agreement if Borrower does not complete 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, provided, however, the time periods on Exhibit F 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 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 hereunder to be maintained by
      Borrower. Borrower will not, without Lender’s prior written consent, 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 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 provide Lender with
      copies of all notices, reports or other documents relating to any litigation
      or
      governmental investigation relating to Borrower or the Property.

     

    (b)  Right
      to Contest.
      After
      prior written notice to Lender, Borrower, at its own expense, may 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 or 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 failure to prevail in such contest, provided that
      after a Securitization, one hundred ten percent (110%) of the amount
      estimated by Lender is deposited; (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 the operation of the Property, in accordance with GAAP
      consistently applied (or such other method which is reasonably acceptable to
      Lender), and shall furnish 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 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 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, 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 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, 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 Lessee
      or Borrower, information on tenants under any Leases to the extent such
      information is available to 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 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 and 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 Security Instrument 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 observe and perform in a timely manner each and every obligation to be
      observed or performed by 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 with respect to any of the Material Operating Agreements
      which alleges a default or nonperformance by Borrower thereunder, together
      with
      a complete copy of any such notice; (b) enforce, short of termination,
      performance of the Material Operating Agreements to be performed or observed
      or
      (c) not 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
      enter
      into a new Material Operating Agreement in replacement of the terminated
      Material Operating Agreement, containing terms and conditions no less favorable
      to Borrower than the terminated Material Operating Agreement. Borrower shall
      notify Lender if 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. 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 the Property Manager to manage the Property in all material respects
      in accordance with the terms of the Property Management Contracts. Borrower
      shall not remove or replace the Property Manager (which, with respect to a
      Property Manager which is an Affiliate of 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,
      and
      shall cause the new manager of the Property to, enter into a new Property
      Management Contract approved by Lender and execute an Assignment of Property
      Management Contract in form and substance similar to the Assignment of Property
      Management Contract executed by Borrower and Property Manager.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Termination
      of Property Manager.
      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 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 having the right to
      terminate any Property Management Contract, then, if an Event of Default shall
      exist, Borrower shall, at the request of Lender, 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.

     

    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 (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 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 Loan and the Mezzanine 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 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  Ground
      Lease Covenants.

     

     (a) Borrower
      covenants and agrees as follows: (i) promptly and faithfully to observe,
      perform and comply in all material respects with all of the terms, covenants
      and
      provisions of the Ground Lease; (ii) to refrain from doing anything
      and not
      do or permit any act, event or omission, as a result of which, there is likely
      to occur a default or breach under the Ground Lease; (iii) to promptly
      give
      Lender notice of any default under the Ground Lease upon learning of such
      default and immediately deliver to Lender a copy of each notice of default
      and
      all responses to such notice of default and all other material instruments,
      notices or demands received or delivered by Borrower under or in connection
      with
      the Ground Lease; (iv) to promptly notify Lender in writing in the event
      of
      the initiation of any litigation or arbitration proceeding affecting Borrower
      or
      the Property under or in connection with the Ground Lease; (v) within
      ten
      (10) Business Days of each request by Lender to furnish to Lender an estoppel
      certificate from Borrower in such form as Lender may reasonably request from
      time to time (provided no Event of Default exists, in no event more than two
      (2)
      times in any twelve (12) month period) concerning Borrower’s due observance,
      performance and compliance in all material respects with the terms, covenants
      and provisions of the Ground Lease; (vi) it will not voluntarily or
      involuntarily, directly or indirectly, assign, transfer or convey the Property
      or the Leasehold Estate in violation of the Ground Lease or this Agreement,
      nor
      surrender, terminate or cancel the Ground Lease nor, without the prior written
      consent of Lender, fail to exercise in a timely manner any purchase option(s)
      or
      renewal option(s) contained in the Ground Lease, if applicable, nor, without
      the
      prior written consent of Lender; and (vii) modify, alter or amend the
      Ground Lease, either orally or in writing

     

    Any
      assignment, transfer, conveyance, surrender, termination, cancellation,
      modification, alteration or amendment of the Ground Lease in contravention
      of
      the foregoing shall be void and of no force and effect.

     

    (b)  Default.
      In the
      event of a default by Borrower under the Ground Lease, then, in each and every
      such case, Lender may (but shall not be obligated to), in its sole discretion
      and without notice to Borrower, cause such default or defaults by Borrower
      to be
      remedied and otherwise take or perform such other actions as Lender may
      reasonably deem necessary or desirable as a result thereof or in connection
      therewith. Borrower shall, on demand, reimburse Lender for all advances
      reasonably made and expenses reasonably incurred by Lender in curing any such
      default(s) (including, without limitation, reasonable attorneys’ fees), together
      with interest thereon from the date if different until the same is paid in
      full
      to Lender and all such sums so advanced shall be secured hereby. The provisions
      of this subsection are in addition to any other right or remedy given
      to or
      allowed Lender under the Ground Lease or otherwise.

     

    (c)  Cancellation
      or Termination.
      If the
      Ground Lease is cancelled or terminated, Lender or its nominee shall acquire
      an
      interest in any new lease of the Leasehold Estate subject to and in accordance
      with the terms of the Ground Lease.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)  Ground
      Lease Estoppel Certificate.
      Borrower shall from time to time within ten (10) Business Days of Lender’s
      request to make a request to Ground Lessor to obtain and deliver (or cause
      to be
      delivered) to Lender, an estoppel certificate, from the Ground Lessor in form
      and substance reasonably acceptable to Lender, but such estoppel certificate
      shall not be inconsistent with applicable limitations set forth in the Ground
      Lease.

     

    (e)  No
      Liability.
      Notwithstanding anything contained herein or otherwise to the contrary, Lender
      shall not have any liability or obligation under the Ground Lease, by virtue
      of
      its acceptance of this Security Instrument. Borrower acknowledges and agrees
      that Lender shall be liable for the obligations of Borrower arising under the
      Ground Lease, as applicable, for only that period of time, if any, during which
      Lender is in possession of the Leasehold Estate, as applicable, or has acquired,
      by foreclosure, power of sale or otherwise, and is holding, all of Borrower’s
      right, title and interest as tenant in the Leasehold Estate.

     

    (f)  Bankruptcy.
      Notwithstanding anything contained herein or otherwise to the contrary, Borrower
      hereby assigns, transfers and sets over to Lender any and all rights and
      interests that may arise in favor of Borrower in connection with or as a result
      of the bankruptcy or insolvency of the Ground Lessor, as applicable, including,
      without limitation, all of Borrower’s right, title and interest in, to and under
§365 of the Bankruptcy Code (11 U.S.C. §365), as the same may be amended,
      supplemented or modified from time to time.

     

    (g)  Taxes.
      In the
      event that it is claimed by any governmental agency, authority or subdivision
      that any tax or governmental charge or imposition is due, unpaid or payable
      by
      Borrower upon or in connection with the Ground Lease, Borrower shall promptly
      either (i) pay such tax, charge or imposition when due and deliver to
      Lender reasonably satisfactory proof of payment thereof or (ii) contest
      such tax in accordance with the applicable provisions of this Agreement. If
      liability for such tax is asserted against Lender, Lender will give to Borrower
      prompt notice of such claim, and Borrower, upon complying with the provisions
      of
      this Agreement shall have full right and authority to contest such claim of
      taxability.

     

    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
      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, and (viii) obtaining Rating Confirmations. 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 Security Instrument and other collateral given to secure
      the Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      10.03  Permitted
      Mezzanine Financing.

     

    (a)  
      Notwithstanding anything to contrary contained in Article 10,
      Mezzanine Borrower shall be permitted to pledge direct or indirect interests
      in
      Borrower in connection with the Mezzanine Loan pursuant to the Mezzanine Loan
      Documents.

     

    Section
      10.04  Other
      Releases of the Property.

     

    Lender
      may release any other portion of the Property for such consideration and upon
      such conditions as Lender may require without, as to the remainder of the
      Property, in any way impairing or affecting the Lien or priority of the Security
      Instrument or improving the position of any subordinate lienholder with respect
      thereto, except to the extent that the obligations hereunder shall have been
      reduced by the actual monetary consideration, if any, received by Lender for
      such release, and Lender may accept by assignment, pledge or otherwise any
      other
      property in place thereof as Lender may require without being accountable for
      so
      doing to any other lienholder. Notwithstanding anything to the contrary herein,
      Borrower shall have no right to request and Lender shall have no obligation
      to
      grant its consent to any release pursuant this Section 10.04.

     

    Section
      10.05  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 and not be cured within ten (10)
      days after notice from Lender;

     

    (n)  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;

     

    (o)  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;

     

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

     

    (q)  If
      there
      is an event of default under the Ground Lease by Borrower beyond applicable
      notice and cure periods under the Ground Lease, if any or if a Ground Lease
      is
      amended, modified or terminated without Lender’s prior written
      consent;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (r)  If
      Borrower ceases to operate (other than a temporary cessation in connection
      with
      any renovations to the Property or restoration of the Property after fire or
      other casualty or taking by a governmental authority having jurisdiction over
      the Property) a first class hotel resort with two (2) golf courses and a health
      spa on the Property;

     

    (s)  If
      (i) Borrower fails to provide Lender (to the extent not previously provided
      to Lender) with written evidence of receipt of all material permits and licenses
      (including, without limitation, food, liquor and other beverage licenses) in
      connection with Borrower’s ownership and Borrower’s or Property Manager’s
      operation of the Property within thirty (30) days after Lender’s written
      request therefor, or (ii) any liquor license(s) or any other required
      permit(s) for the operation of the Property as a full service first class hotel
      resort with two (2) golf courses and a health spa shall be revoked or terminated
      or expire, or liquor, food and other beverages can no longer be legally sold
      at
      the Property, in any such case, for a period of longer than thirty (30)
      days; 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 Security Instrument or the complete or partial sale of the
      Property under power of sale or under any applicable provision of law. In
      connection with any such proceeding, Lender may sell the Property as an entirety
      or in parcels 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)  Receiver.
      Lender
      may apply for the appointment of a receiver, trustee, liquidator or conservator
      of the Property, without regard for the adequacy of the security for the Debt
      or
      a showing of insolvency, fraud or mismanagement on the part of Borrower. Any
      receiver or other party so appointed has all powers permitted by law which
      may
      be necessary or usual in such cases for the protection, possession, control,
      management and operation of the Property. Borrower hereby consents, to the
      extent permitted under applicable law, to the appointment of a receiver or
      trustee of the Property upon Lender’s request if an Event of Default has
      occurred. At Lender’s option, such receiver or trustee shall serve without any
      requirement of posting a bond.

     

    (e)  Recovery
      of Possession.
      Lender
      may enter into or upon the Property, either personally or by its agents, and
      dispossess and exclude Borrower and its agents and servants therefrom (without
      liability for trespass, damages or otherwise), and take possession of all books,
      records and accounts relating to the Property, and Borrower agrees to surrender
      possession of the Property and all other Property, including without limitation,
      all documents, books, records and accounts relating to the Property, to Lender
      upon demand. As a mortgagee-in-possession of the Property, Lender shall have
      all
      rights and remedies permitted by law or in equity to a mortgagee-in-possession,
      including, without limitation, the right to charge Borrower the fair and
      reasonable rental value for Borrower’s use and occupation of any part of the
      Property that may be occupied or used by Borrower and the right to exercise
      all
      rights and powers of Borrower with respect to the Property, whether in the
      name
      of Borrower or otherwise (including, without limitation, the right to make,
      cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue
      for,
      collect and receive all Rents of the Property).

     

    (f)  UCC
      Remedies.
      Lender
      may exercise with respect to the Property, each right, power or remedy granted
      to a secured party under the UCC, including, without limitation, (i) the
      right to take possession of the Property and to take such other measures as
      Lender deems necessary for the care, protection and preservation of the
      Property, and (ii) the right to require that Borrower, at its expense,
      assemble the Property and make it available to Lender at a convenient place
      acceptable to Lender. Any notice of sale, disposition or other intended action
      by Lender with respect to the Property sent to Borrower in accordance with
      the
      provisions hereof at least ten (10) days prior to such action, shall
      constitute reasonable notice to Borrower. Lender shall not have any obligation
      to clean-up or otherwise prepare the Property for sale.

     

    (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 (including without
      limitation Restoration Proceeds) 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 Property and Lender’s interest therein, including without limitation
      (i) appearing in, defending or bringing any action or proceeding with
      respect to the Property, in Borrower’s name or otherwise; (ii) making
      repairs to the Property or completing improvements or repairs in progress;
      (iii) hiring and paying legal counsel, accountants, inspectors or
      consultants; and (iv) 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)  Violation
      of Laws.
      If the
      Property is not in compliance with all Requirements of Laws, Lender may impose
      additional requirements upon Borrower in connection with such Event of Default
      including, without limitation, monetary reserves or financial
      equivalents.

     

    (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 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 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 Security
      Instrument and other collateral given to secure the Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      11.05  Application
      of Proceeds.

     

    The
      proceeds from disposition of the Property shall be applied by Lender as a credit
      to the Loan and to recovery or reimbursement of the costs of enforcement
      (contemplated by Section 11.04 above) in such priority and proportion
      as
      Lender determines appropriate.

     

    ARTICLE
      12  

     

    


     

    NONRECOURSE
      - LIMITATIONS ON PERSONAL LIABILITY

     

    Section
      12.01  Nonrecourse
      Obligation.

     

    Except
      as
      otherwise provided in this Article 12, Section 15.04 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 Property 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
      misapplication or misappropriation of (i) insurance proceeds or
      condemnation awards payable to Lender in accordance with this Agreement;
      (ii) Receipts received by or on behalf of Borrower, (iii) Rent
      paid in
      advance by tenants under the Leases; and (iv) tenant security deposits,
      if
      any, or other refundable deposits held by or on behalf of Borrower in connection
      with Leases;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Fees
      or
      commissions paid by 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 or its
      Affiliates pursuant to the Property Manager Contracts after the occurrence
      and
      during the continuance of an Event of Default;

     

    (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 or its agents, unless Borrower
      can
      demonstrate that such damage or loss was caused by insufficient cash flow from
      the Property such that repairs and maintenance to the Property could not be
      performed by Borrower during the period that such damage or loss
      occurred;

     

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

     

    (f)  Removal
      by Borrower of all or any portion of the Personal Property in violation of
      this
      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 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 voluntarily commences a bankruptcy
      or other insolvency proceeding; or (g) if Borrower, Guarantor or any
      Affiliate or agent of (x) Borrower, or (y) 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. Solely
      for purposes of Sections 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 have a receiver or trustee appointed for the Property; (d) Lender’s
      right to name Borrower as a defendant in any foreclosure action or judicial
      sale
      under the Security Instrument 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 (e) Lender’s right to a judgment on
      the Note against Borrower if necessary (i) to enforce any guaranty or
      indemnity provided in connection with the Note (ii) to preserve or enforce
      its rights or remedies against the Property or (iii) or to obtain any
      insurance proceeds or condemnation awards to which Lender would otherwise be
      entitled under this Agreement; 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 Property 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) accident,
      injury to or death of Persons, or loss of, or damage to, property occurring
      in,
      on or with respect to the Property or on the adjoining sidewalks, curbs,
      adjacent property or adjacent parking areas, streets or ways or otherwise
      arising with respect to the use of the Property; (b) failure of the
      Property to be in compliance with any Requirements of Law; (c) any breach
      by Borrower of its obligations under, or any material misrepresentation by
      Borrower contained in, this Agreement or the other Loan Documents; (d) the
      use or intended use of the proceeds of the Loan; (e) 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 (f) 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 Security Instrument
      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 mortgage, deed of trust or other Lien encumbering
      the
      Property, 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 (including the creation of a mezzanine loan secured by a collateral
      assignment of the equity interest in Borrower), 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
      Mezzanine 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 Mezzanine Loan immediately
      following such reallocation or modification, as applicable, shall equal the
      outstanding principal balance of the Loan and the Mezzanine Loan immediately
      prior to such reallocation or modification, as applicable, and (ii) the
      weighted average interest rate of the Loan and the Mezzanine Loan immediately
      following such reallocation or modification, as applicable, shall equal the
      weighted average interest rate which was applicable to the Loan and the
      Mezzanine Loan immediately prior to such reallocation or modification, as
      applicable. Borrower, at no material cost or 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 providing a mortgagor estoppel certificate and such other
      information about Borrower, Lessee, Guarantor or the Property as Lender may
      require for Lender’s offering materials; provided, that Borrower shall not be
      required to pay Lender’s expenses or incur material out of pocket costs (unless
      Lender undertakes to pay the same or such costs pertain to deliveries and
      documentation which Borrower is otherwise required to provide to Lender under
      the provisions of the Loan Documents other than this Section 15.02), other
      than
      the legal fees and expenses of Borrower’s counsel, except that Lender shall
      reimburse Borrower for the reasonable legal fees and expenses incurred by
      Borrower in preparing and delivering any new or updated legal opinions requested
      by Lender. Lender agrees that, in the event of a sale or Securitization of
      all
      or any portion of the Lender’s interest in the Loan (or any participation
      therein), Borrower shall be provided with one Lender or servicer as Borrower’s
      contact for purpose of obtaining the consent, approval, acceptance or
      satisfaction of Lender in those instances where the same are required under
      the
      Loan Documents and Borrower shall be entitled to rely on the response of such
      Lender or servicer with respect to such matters and shall not be required to
      obtain any separate consent, approval, acceptance or satisfaction directly
      from
      multiple lenders, servicers or participants. Nothing contained herein shall
      affect the decision-making process among any such lenders, servicers and
      participants beyond providing that any decision shall be requested through,
      and
      granted or denied through, the one lender or sevicer provided as Borrower's
      contact for such purposes. Each lender, servicer or participant shall retain
      the
      right to participate in reaching such decision to the extent provided in the
      applicable agreements among such lenders, servicers and/or
      participants.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 or Guarantor, as Lender determines necessary or desirable
      and that such information may be included in 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 (each, a “Disclosure
      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.

     

    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 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, Guarantor, their respective Affiliates, the Loan,
      the
      Loan Documents 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 15.04, 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 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.

    
       

    

    Section
      15.06  Additional
      Financial Information for Large Loans.

     

     (a) If
      requested by Lender in connection with a Securitization in which the Loan
      constitutes at least ten percent (10%) of the assets of the Securitization,
      Borrower, at no material cost or expense to Borrower, shall provide Lender
      with
      all financial statements and other financial, statistical or operating
      information, to the extent required pursuant to Regulation S-X of the Securities
      Act or any other Requirements of Law in connection with any Disclosure Document
      or Securities Filing. All financial statements provided by Borrower pursuant
      to
      this Section shall be prepared in accordance with GAAP and shall meet the
      requirements of Regulation S-X and other applicable Requirements of Law. All
      financial statements reporting for a full operating year (i) shall be
      audited by the independent accountants in accordance with generally accepted
      auditing standards, Regulation S-X and all other applicable Requirements of
      Law,
      (ii) shall be accompanied by the manually executed report of the
      independent accountants thereon, which report shall meet the requirements of
      Regulation S-X and all other applicable Requirements of Law, and
      (iii) shall be accompanied by a manually executed written consent of
      the
      independent accountants, acceptable to Lender, that authorizes the inclusion
      of
      such financial statements in any Disclosure Document or Securities Filing and
      permits the use of the name of such independent accountants and reference to
      such independent accountants as “experts” in any Disclosure Document and
      Securities Filing, all of which shall be provided, at Borrower’s expense, at the
      same time as the related financial statements are required to be provided.
      All
      other financial statements shall be certified by the chief financial officer
      of
      Borrower, which certification shall state that such financial statements meet
      the requirements set forth in the first sentence of this paragraph.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  If
      requested by Lender, Borrower shall provide Lender, promptly upon request,
      with
      any other or additional financial statements or financial, statistical or
      operating information as Lender determines to be required pursuant to Regulation
      S-X or other legal requirements in connection with any Disclosure Document
      or
      any filing under or pursuant to the Securities Exchange Act in connection with
      or relating to a Securitization.

     

    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 Property 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 Security Instrument, the Assignment of Leases and
      Receipts, 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 of 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; (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; (ix) that all Leases (if any) are in full force and effect
      and
      have not been modified or if modified, setting forth all modifications;
      (x) a current Rent Roll for the Property, (xi) the date to which
      Rents
      under the Leases have been paid; (xii) whether or not, to the best
      knowledge of Borrower, any of the tenants under the Leases (if any) are in
      default under the Leases, and, if any of the tenants are in default, setting
      forth the specific nature of all such defaults; and (xiii) such other
      matters reasonably requested by Lender and reasonably related to the Leases
      (if
      any) or the Property.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)  Tenant
      Estoppels.
      Borrower shall 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 Security
      Instrument 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; (b) release
      or substitute Property; (c) obtain Lender’s approval or consent whenever
      required by the Loan Documents including, without limitation, review of a
      Transfer request, matters affecting a Lease, improvements or alterations to
      the
      Property, and easements or other additions to Permitted Encumbrances; or
      (d) provide a subordination, non-disturbance and attornment agreement,
      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 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.

     

    [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:

               

            
	 
 	 
 	
               DESERT
                RIDGE RESORTS, LLC, a
 Delaware limited liability
                company

               

               

            
	 	By:  	/s/
              John X. Brady, Jr.
	 	
              
Name:
              John X. Brady, Jr.
	 	Title:
              Vice President 


    

                                                
      Borrower's State
      Charter Number: 3254235

                                              
      Borrower's Tax Identification Number: 52-2268775

     

    


    
      
        
           

           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      
        	 	 	 
	 	
                        
                  LENDER:

                 

              
	 
 	 
 	
                 BARCLAYS
                  CAPITAL REAL ESTATE INC.,

                a
                  Delaware corporaton 

                
 

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


      



    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      A

     

    COMPLIANCE
      CERTIFICATE FORM

     

    COMPLIANCE
      CERTIFICATE

     

    Borrower
      Name:

     

    DESERT
      RIDGE RESORT, 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 June 15, 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

     

    DESCRIPTION
      OF GROUND LEASE

     

    Golf
      Course Ground Lease:
      

     

    Commercial
      Lease No. 03-52884, dated as of July 7, 1993, originally executed by and between
      the State of Arizona, as Trustee, through the State Land Commissioner (“Ground
      Lessor”) and Northeast Phoenix Partners, an Arizona general partnership
      (“Original Lessee”), as disclosed by Memorandum of Lease dated July 7, 1993 and
      recorded on April 11, 1996 in 96-0246602 of the Official Records of the Maricopa
      County Recorder (the “Official Records”), as the same has been (i) amended
      pursuant to those certain Amendments to Arizona State Land Department Commercial
      Lease No. 03-52884 dated April 2, 1997 and December 22, 1999, (ii) assigned
      to
      Desert Ridge Resort LLC, a Delaware limited liability company (“Lessee”),
      pursuant to that certain Assignment and Assumption of Lease dated August 17,
      2000, executed by and between Original Lessee, as assignor, and Lessee, as
      assignee, recorded on August 18, 2000 in 00-0637236 of the Official Records,
      and
      (iii) amended by that certain Third Amendment to Commercial Lease to Arizona
      State Land Department Commercial Lease No. 03-52884, dated as of the date
      hereof, which is intended to be recorded on or about the date hereof in the
      Official Records.

     

    Resort
      Ground Lease:
      

     

    Commercial
      Ground Lease No. 03-52416, dated as of July 7, 1993, originally executed by
      and
      between Ground Lessor and Original Lessee, as disclosed by Memorandum of Lease
      dated July 7, 1993 and recorded on April 11, 1996 in 96-0246602 of the Official
      Records, as the same has been (i) amended pursuant to those certain Amendments
      to Arizona State Land Department Commercial Lease No. 03-52416 dated April
      2,
      1997 and December 22, 1999, respectively, (ii) assigned to Lessee pursuant
      to
      that certain Assignment and Assumption of Lease dated August 17, 2000, executed
      by and between Original Lessee, as assignor, and Lessee, as assignee, recorded
      on August 18, 2000 in 00-0637235 of the Official Records, and (iii) amended
      by
      that certain Third Amendment to Commercial Lease to Arizona State Land
      Department Commercial Lease No. 03-52416, dated as of the date hereof, which
      is
      intended to be recorded on or about the date hereof in the Official
      Records.

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      C

     

    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
      D

     

    ORGANIZATIONAL
      CHART

     

    [See
      Attached]

     

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      E

     

    RENT
      ROLL

     

    [See
      Attached]

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      F

     

    REQUIRED
      REPAIRS

     

    


    
      	
               

              DESCRIPTION
                OF REPAIR

            	
               

              TIME
                PERIOD TO COMPLETE

            
	
               

              Commercially
                reasonable efforts to cause the repair or replacement of the leaking
                transformer (leaking cooling vane) and clean up associated oil stain
                behind the transformer located adjacent to the northern emergency
                generator installation on the concrete transformer pad.

            	
               

              Within
                60 days of the Closing Date

            
	
               

              Register
                with ADEQ, a total of 30 dry wells and "interceptor basins" located
                at the
                Property.

            	
               

              Within
                60 days of the Closing Date

            


    

     

    


     

    


     

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      G

     

    LIST
      OF QUALIFIED MANAGERS

     

    Six
      Continents

     

    Hilton
      Hotels Corporation

     

    Fairmont
      Hotels & Resorts

     

    Starwood
      Hotels and Resorts Worldwide, Inc.

     

    Four
      Seasons Hotel Inc.

     

    Hyatt

     

    KSL
      II
      Management Operations, LLC

     

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      H

     

      NOT
      USED

     

    


     

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      I

     

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

     

    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 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
      J

     

    NOT
      USED

     

    


    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      K

     

    NOT
      USED

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      L

     

    EXCEPTIONS
      TO REPRESENTATIONS AND WARRANTIES

     

    None.

    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      M

     

    NOT
      USED

     

    


    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      N

     

    FORM
      OF LOCKBOX AGREEMENT

     

    


    


    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    

    



     

    EXHIBIT
      O

     

    LIQUIDITY
      FACILITY DOCUMENTS

    


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

    


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

            


    

    


    
      	2.  	
              Promissory
                Note (Liquidity Facility) made by DRRP to the order of
                Marriott.

            


    

    


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

            


    

    


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

            


    

    


    
      	5.  	
              Termination
                and Release Agreement by and between DRRP and Drawbridge Special
                Opportunities Fund LP, a Delaware limited partnership (“Drawbridge”).

            


    

    


    
      	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 DRR Junior Mezz, LLC, as debtor, and Marriott,
                as secured party, to be filed with the Secretary of State of the
                State of
                Delaware.

            


    

    


    
      	9.  	
              Payoff
                Notice to Drawbridge.