EX-10.24



 Exhibit 10.24 

LEASE AGREEMENT 
 DATED AS
OF DECEMBER 31, 2013 
 BY AND BETWEEN 

ESA LVP PORTFOLIO LLC 
 AS
LANDLORD 
 AND 
 ESA LVP
OPERATING LESSEE LLC 
 AS TENANT 







 TABLE OF CONTENTS 

 

							
	 Article 1
	 	 DEFINITIONS
	  	 	1	  
	 Article 2
	 	 LEASED PROPERTY AND TERM
	  	 	8	  
		 	 2.1 Leased Property
	  	 	8	  
		 	 2.2 Condition of Leased Property
	  	 	9	  
		 	 2.3 Fixed Term
	  	 	10	  
		 	 2.4 Renewal Term
	  	 	10	  
	 Article 3
	 	 RENT
	  	 	10	  
		 	 3.1 Rent
	  	 	10	  
		 	 3.2 Confirmation of Percentage Rent
	  	 	12	  
		 	 3.3 Additional Charges
	  	 	13	  
		 	 3.4 Payment of Impositions
	  	 	13	  
		 	 3.5 Late Payment of Rent, Etc.
	  	 	15	  
		 	 3.6 Net Lease
	  	 	15	  
	 Article 4
	 	 USE OF THE LEASED PROPERTY
	  	 	17	  
		 	 4.1 Permitted Use
	  	 	17	  
		 	 4.2 Compliance with Legal / Insurance Requirements, Etc.
	  	 	17	  
		 	 4.3 Environmental Matters
	  	 	18	  
	 Article 5
	 	 REPAIRS, MAINTENANCE, AND REPLACEMENTS
	  	 	19	  
		 	 5.1 Repairs and Maintenance Costs that are Expensed
	  	 	19	  
		 	 5.2 Routine Capital Expenditures and FF&E
	  	 	19	  
		 	 5.3 Capital Expenditures
	  	 	20	  
		 	 5.4 Ownership of Replacements
	  	 	20	  
		 	 5.5 Tenant’s Personal Property
	  	 	20	  
		 	 5.6 Yield Up
	  	 	21	  
		 	 5.7 Management Agreement
	  	 	21	  
		 	 5.8 Trademark License Agreements
	  	 	21	  
	 Article 6
	 	 IMPROVEMENTS, ETC.
	  	 	22	  
		 	 6.1 Improvements to the Leased Property
	  	 	22	  
		 	 6.2 Equipment Leases
	  	 	22	  
	 Article 7
	 	 LIENS
	  	 	22	  
	 Article 8
	 	 PERMITTED CONTESTS
	  	 	22	  
	 Article 9
	 	 INSURANCE
	  	 	23	  
		 	 9.1 General Insurance Requirements
	  	 	23	  
		 	 9.2 Waiver of Subrogation
	  	 	24	  
		 	 9.3 Form Satisfactory, Etc.
	  	 	24	  
		 	 9.4 Blanket Policy
	  	 	24	  
		 	 9.5 Separate Insurance
	  	 	24	  
		 	 9.6 Reports on Insurance Claims
	  	 	25	  
		 	 9.7 Indemnification of Landlord
	  	 	25	  
	 Article 10
	 	 DAMAGE, REPAIR, AND CONDEMNATION
	  	 	25	  
		 	 10.1 Damage and Repair
	  	 	25	  
		 	 10.2 Condemnation
	  	 	27	  
	 Article 11
	 	 SUBORDINATION, ETC.
	  	 	27	  
		 	 11.1 No Covenants, Conditions, or Restrictions
	  	 	27	  
		 	 11.2 Liens; Credit
	  	 	28	  
		 	 11.3 Amendments Requested by Mortgagee
	  	 	28	  









							
	 Article 12
	 	 DEFAULTS AND REMEDIES
	  	 	28	  
		 	 12.1 Events of Default
	  	 	28	  
		 	 12.2 Damages
	  	 	29	  
		 	 12.3 Waiver of Jury Trial
	  	 	30	  
		 	 12.4 Application of Funds
	  	 	30	  
		 	 12.5 Landlord’s Right to Cure Tenant’s Default
	  	 	30	  
		 	 12.6 Good Faith Dispute
	  	 	31	  
	 Article 13
	 	 HOLDING OVER
	  	 	31	  
	 Article 14
	 	 LANDLORD’S NOTICE OBLIGATIONS; LANDLORD’S DEFAULT
	  	 	31	  
		 	 14.1 Landlord’s Notice Obligation
	  	 	31	  
		 	 14.2 Landlord’s Default
	  	 	31	  
		 	 14.3 Tenant’s Right to Cure
	  	 	32	  
	 Article 15
	 	 INTENTIONALLY OMITTED
	  	 	32	  
	 Article 16
	 	 SUBLETTING AND ASSIGNMENT
	  	 	32	  
		 	 16.1 Subletting and Assignment
	  	 	32	  
		 	 16.2 Required Sublease Provisions
	  	 	33	  
		 	 16.3 Permitted Sublease and Assignment
	  	 	34	  
		 	 16.4 Sublease Limitation
	  	 	34	  
	 Article 17
	 	 ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS
	  	 	34	  
		 	 17.1 Estoppel Certificates
	  	 	34	  
		 	 17.2 Accounting and Annual Reconciliation
	  	 	34	  
		 	 17.3 Books and Records
	  	 	35	  
		 	 17.4 Business Plan
	  	 	35	  
	 Article 18
	 	 LANDLORD’S RIGHT TO INSPECT
	  	 	36	  
	 Article 19
	 	 INTENTIONALLY OMITTED
	  	 	37	  
	 Article 20
	 	 LIMITATIONS
	  	 	37	  
		 	 20.1 REIT Compliance
	  	 	37	  
		 	 20.2 FF&E Limitation
	  	 	37	  
		 	 20.3 Sublease Rent Limitation
	  	 	37	  
	 Article 21
	 	 MISCELLANEOUS
	  	 	38	  
		 	 21.1 No Waiver
	  	 	38	  
		 	 21.2 Remedies Cumulative
	  	 	38	  
		 	 21.3 Severability
	  	 	38	  
		 	 21.4 Acceptance of Surrender
	  	 	38	  
		 	 21.5 No Merger of Title
	  	 	38	  
		 	 21.6 Conveyance by Landlord
	  	 	38	  
		 	 21.7 Quiet Enjoyment
	  	 	39	  
		 	 21.8 Memorandum of Lease
	  	 	39	  
		 	 21.9 True Lease
	  	 	39	  
		 	 21.10 Notices
	  	 	39	  
		 	 21.11 Construction; Nonrecourse
	  	 	40	  
		 	 21.12 Counterparts; Headings
	  	 	41	  
		 	 21.13 Applicable Law
	  	 	41	  
		 	 21.14 Right to Make Agreement
	  	 	41	  


  
 ii 









							
		 	 21.15 Disclosure of Information
	  	 	41	  
		 	 21.16 Operating Lease
	  	 	42	  
		 	 21.17 No Joint Venture or Partnership
	  	 	42	  
		 	 21.18 Tax Allocation
	  	 	42	  
		
	EXHIBITS	  			
		
	EXHIBIT A	 	MINIMUM RENT; MINIMUM RENT ALLOCATIONS	  
	EXHIBIT B	 	PROVISIONS RELATING TO EXCESS FF&E	  
	EXHIBIT C	 	PROVISIONS RELATING TO PERCENTAGE RENT	  
	EXHIBIT D	 	TRADEMARK LICENSE AGREEMENTS	  


  
 iii 








 INDEX OF DEFINED TERMS 

 



					
	 Accounting Period
	  	 	1	  
	 Accounting Period Statement
	  	 	34	  
	 Additional Charges
	  	 	13	  
	 Affiliate
	  	 	1	  
	 Annual Operating Statement
	  	 	34	  
	 Applicable Expected Life
	  	 	B-1	  
	 Applicable Laws
	  	 	1	  
	 Award
	  	 	2	  
	 Building Estimate
	  	 	19	  
	 Business Day
	  	 	2	  
	 Business Plan
	  	 	35	  
	 Capital Expenditure
	  	 	2	  
	 Capital Reserve Budget
	  	 	19	  
	 CC&R(s)
	  	 	27	  
	 CERCLA
	  	 	17	  
	 Claims
	  	 	22	  
	 Code
	  	 	2	  
	 Commencement Date
	  	 	2	  
	 Condemnation
	  	 	2	  
	 Condemnor
	  	 	2	  
	 Controlling Interest
	  	 	2	  
	 Default
	  	 	3	  
	 Default Rent
	  	 	29	  
	 Emergency Requirements
	  	 	3	  
	 Entity
	  	 	3	  
	 Environment
	  	 	3	  
	 Environmental Laws
	  	 	17	  
	 ESA Brand
	  	 	3	  
	 ESH Hospitality
	  	 	3	  
	 Event of Default
	  	 	27	  
	 Excess FF&E
	  	 	B-1	  
	 Excess FF&E FMV
	  	 	B-2	  
	 Excess FF&E Notice
	  	 	B-1	  
	 Excess FF&E Value
	  	 	B-2	  
	 FF&E
	  	 	3	  
	 FF&E Adjustment
	  	 	B-1	  
	 FF&E Limitation
	  	 	B-1	  
	 Final Installment
	  	 	10	  
	 First Year FF&E Adjustment
	  	 	B-1	  
	 Fiscal Year
	  	 	3	  
	 Fixed Term
	  	 	9	  
	 GAAP
	  	 	3	  
	 GDP Deflator
	  	 	3	  
	 Government Agencies
	  	 	4	  

 


					
	 Gross Revenues
	  	 	4	  
	 Hazardous Materials
	  	 	18	  
	 Hotel
	  	 	4	  
	 Impositions
	  	 	4	  
	 Improvements
	  	 	8	  
	 Indebtedness
	  	 	5	  
	 Index
	  	 	5	  
	 Insurance Requirements
	  	 	5	  
	 Intangible Property
	  	 	5	  
	 Interest Rate
	  	 	6	  
	 Inventories
	  	 	6	  
	 Land
	  	 	1	  
	 Landlord
	  	 	1	  
	 Landlord Default
	  	 	31	  
	 Landlord Liens
	  	 	6	  
	 Lease
	  	 	1	  
	 Lease Year
	  	 	6	  
	 Leased Property
	  	 	8	  
	 Legal Requirements
	  	 	6	  
	 Management Agreement
	  	 	6	  
	 Manager
	  	 	6	  
	 Manager’s System
	  	 	6	  
	 Market Leasing Factor
	  	 	B-2	  
	 Minimum Rent
	  	 	10	  
	 Minor Casualty
	  	 	7	  
	 Mortgage
	  	 	7	  
	 Mortgagee
	  	 	7	  
	 Notice
	  	 	7	  
	 Percentage Rent
	  	 	10	  
	 Permits
	  	 	7	  
	 Permitted Use
	  	 	7	  
	 Person
	  	 	7	  
	 Progress Installments
	  	 	10	  
	 Real Estate Taxes
	  	 	7	  
	 Renewal Term
	  	 	9	  
	 Rent
	  	 	7	  
	 REOC
	  	 	36	  
	 REOC Parent
	  	 	36	  
	 Revenue Audit
	  	 	12	  
	 Routine Capital Expenditures
	  	 	7	  
	 Substitute Index
	  	 	7	  
	 Tenant
	  	 	1	  
	 Tenant’s Personal Property
	  	 	7	  
	 Term
	  	 	8	  

 
 


  
 iv 










					
	 Threshold Allocation
	  	 	25	  
	 Thresholds
	  	 	C-1	  
	 Tier 1 Percentage
	  	 	C-1	  
	 Tier 1 Threshold
	  	 	C-1	  
	 Tier 2 Percentage
	  	 	C-1	  
	 Tier 2 Threshold
	  	 	C-1	  

 


					
	 Tier 3 Percentage
	  	 	C-1	  
	 Tier 3 Threshold
	  	 	C-1	  
	 Total Casualty
	  	 	8	  
	 Trademark License Agreements
	  	 	8	  
	 Uniform System of Accounts
	  	 	8	  
	 Working Capital
	  	 	8	  

 
 


  
 v 








 LEASE AGREEMENT 

THIS LEASE AGREEMENT (this “Lease”) is entered into as of December 31, 2013, by and between ESA LVP PORTFOLIO LLC, a
Delaware limited liability company (“Landlord”), and ESA LVP OPERATING LESSEE LLC, a Delaware limited liability company (“Tenant”). 

WITNESSETH 
 WHEREAS, Landlord is
the owner of certain real property located at 15385 Katy Freeway, Houston, Texas 77094 and 13420 Southwest Freeway, Houston, Texas 77478 (collectively, the “Land”) and the buildings, structures, fixtures, additions, enlargements,
extensions, modifications, repairs, replacements and other improvements now or hereafter located thereon, which Land and improvements are part of the Leased Property. 

WHEREAS, Landlord has agreed to lease the Leased Property to Tenant and Tenant has agreed to lease the Leased Property from Landlord, all
subject to and upon the terms and conditions herein set forth. 
 NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows. 

Article 1 
 DEFINITIONS

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

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

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly, controls, is under common
control with, or is controlled by such specified Person. For purposes of this definition, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies, or
activities of a Person, whether through ownership of voting securities, by contract, or otherwise. 
 “Applicable Laws”
means all applicable laws, statutes, regulations, rules, ordinances, codes, licenses, permits, and orders, from time to time in existence, of all courts of competent jurisdiction and Government Agencies, and all applicable judicial and
administrative and regulatory decrees, judgments, and orders, including, without limitation, common law rulings and determinations, relating to injury to, or the protection of real or personal property or human health (except those requirements
which, by definition, are solely the responsibility of employers) or the 

  
 -1- 








 
Environment, including, without limitation, all valid and lawful requirements of courts and other Government Agencies pertaining to reporting, licensing, permitting, investigation, remediation,
and removal of underground improvements (including, without limitation, treatment or storage tanks, or water, gas, or oil wells), or emissions, discharges, releases, or threatened releases of Hazardous Substances, chemical substances, pesticides,
petroleum or petroleum products, pollutants, contaminants, or hazardous or toxic substances, materials, or wastes whether solid, liquid, or gaseous in nature, into the Environment, or relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of Hazardous Substances, underground improvements (including, without limitation, treatment or storage tanks, or water, gas, or oil wells), or pollutants, contaminants, or hazardous or toxic
substances, materials, or wastes, whether solid, liquid, or gaseous in nature. 
 “Award” means all compensation, sums, or
other value awarded, paid, or received by virtue of a total or partial Condemnation of the Leased Property (after deduction of all reasonable legal fees and other reasonable costs and expenses, including, without limitation, expert witness fees,
incurred by Landlord, in connection with obtaining any such award). 
 “Business Day” means any day other than Saturday,
Sunday, or any other day on which banking institutions in the State of New York are authorized by law or executive action to close. 

“Capital Expenditure” means the expenses necessary for non-routine, major repairs, alterations, improvements, renewals,
replacements, and additions to the Hotels, including, without limitation, to the structure, the exterior façade (excluding painting) and all of the mechanical, electrical, heating, ventilating, air conditioning, plumbing, or vertical
transportation elements of the Hotel buildings, together with all other expenditures which are classified as “capital expenditures” under GAAP. Capital Expenditures shall not include Routine Capital Expenditures. 

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

“Condemnation” means (a) the exercise of any governmental power with respect to the Leased Property, whether by legal
proceedings or otherwise, by a Condemnor of its power of condemnation, (b) a voluntary sale or transfer of the Leased Property by Landlord to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are
pending, or (c) a taking or voluntary conveyance of all or part of the Leased Property, or any interest therein, or right accruing thereto, or use thereof; as the result or in settlement of any Condemnation or other eminent domain proceeding
affecting the Leased Property, whether or not the same shall have actually been commenced. 
 “Condemnor” means any public
or quasi-public authority, or Person, having the power of Condemnation. 
 “Controlling Interest” means (a) as to a
corporation, the right to exercise, directly or indirectly, more than 50% of the voting rights attributable to the shares of the Entity (through ownership of such shares or by contract), and (b) as to an Entity not a corporation, the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the Entity. 

  
 -2- 








 “Default” means any event or condition existing which with the giving of Notice
and/or lapse of time would ripen into an Event of Default. 
 “Emergency Requirements” means any of the following events or
circumstances: (a) an emergency threatening imminent damage to a Hotel, or the life or property of such Hotel’s guests, invitees, or employees; or (b) a Legal Requirement, the violation (or continued violation) of which would subject
Tenant, Manager, and/or Owner to the imminent threat of civil or criminal liability. 
 “Entity” means any corporation,
general or limited partnership, limited liability company, limited liability partnership, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, cooperative, any government or
agency or political subdivision thereof, or any other association or entity. 
 “Environment” means soil, surface waters,
ground waters, land, streams, sediments, surface or subsurface strata, and ambient air. 
 “ESA Brand” means, collectively,
(a) the name and mark “Extended Stay America”, “Crossland Economy Suites”, “Extended Stay Deluxe”, “Homestead Suites”, “StudioPlus Deluxe Studios” and “Homestead”, alone or in
combination with other words or symbols, any variation or derivative thereof, and any names and marks confusingly similar thereto, and (b) any additional trademark or brand developed or acquired by or on behalf of any Affiliate of Landlord
after the date hereof. 
 “ESH Hospitality” means ESH Hospitality, Inc. (f/k/a ESH Hospitality LLC), a Delaware
corporation, together with its successors and assigns. 
 “FF&E” means furniture, furnishings, fixtures, soft goods,
signage, equipment, and other personal property located at, or used in connection with, the operation of the Hotels. 
 “Fiscal
Year” means each calendar year during the Term. 
 “GAAP” means generally accepted accounting principles
consistently applied. 
 “GDP Deflator” means the “Gross Domestic Product Implicit Price Deflator” issued from
time to time by the United States Bureau of Economic Analysis of the Department of Commerce, or if the aforesaid GDP Deflator is not at such time so prepared and published, any Substitute Index. Except as otherwise expressly stated herein, whenever
a number or amount is required to be “adjusted by the GDP Deflator”, or similar terminology, such adjustment shall be equal to the percentage increase or decrease in the GDP Deflator which is issued for the month in which such adjustment
is to be made (or, if the GDP Deflator for such month is not yet publicly available, the GDP Deflator for the most recent month for which the GDP Deflator is publicly available) as compared to the GDP Deflator which was issued for the month in which
the Commencement Date occurred. 

  
 -3- 








 “Government Agencies” means any court, agency, authority, board (including,
without limitation, environmental protection, planning, and zoning), bureau, commission, department, office, or instrumentality of any nature whatsoever of any governmental or quasi-governmental unit of the United States or the states in which the
Leased Property is located or any county or any political subdivision of any of the foregoing, whether now or hereafter in existence, having jurisdiction over Tenant or the Leased Property or any portion thereof or the Hotel operated thereon. 

“Gross Revenues” means all revenues and receipts of every kind derived from operating the Hotels and all departments and
parts thereof, including, without limitation: income (from both cash and credit transactions) from rental of guest rooms, telephone charges, stores, offices, exhibit or sales space of every kind; license, lease, and concession fees and rentals (not
including gross receipts of licensees, lessees, and concessionaires); income from vending machines; income from parking; wholesale and retail sales of merchandise; service charges; items constituting “Allowances” under the Uniform Systems
of Accounts; and proceeds, if any, from business interruption or other loss of income insurance; provided, that Gross Revenues shall not include the following: gratuities to employees of the Hotels; federal, state, or municipal excise, sales, or use
taxes or any other taxes collected directly from patrons or guests or included as part of the sales price of any goods or services; proceeds from the sale of furniture, fixtures, and equipment; interest received or accrued with respect to the funds
in any operating accounts of the Hotels; the amount of any refunds, rebates, discounts, and credits of a similar nature (including, without limitation, complimentary hotel stays given to employees of Manager), given, paid, or returned in the course
of obtaining Gross Revenues or components thereof; insurance proceeds (other than proceeds from business interruption or other loss of income insurance); condemnation proceeds (other than for a temporary taking); or any proceeds from any sale of the
Hotels or from the refinancing of any debt encumbering the Hotels. Notwithstanding the foregoing, in the event of any inconsistency between the foregoing definition and the definition of “Gross Operating Revenues” set out in the Management
Agreement, the definition set out in the Management Agreement shall prevail. 
 “Hotel” means individually, a hotel being
operated by a Manager on a Leased Property, and collectively, both of the hotels being operated by a Manager on the Leased Properties. 

“Impositions” means, collectively, all taxes (including, without limitation, all ad valorem, sales and use, single
business, gross receipts, transaction privilege, rent, or similar taxes as the same relate to or are imposed upon Tenant or the business conducted upon the Leased Property, including, without limitation, all personal property taxes on Tenant’s
Personal Property, together will all replacements, modifications, alterations, and additions thereto), assessments (including, without limitation, all assessments for public improvements or benefit, whether or not commenced or completed prior to the
date hereof), water, sewer, or other rents and charges, excises, tax levies, fees (including, without limitation, license, permit, inspection, authorization, and similar fees), and all other governmental charges, in each case whether general or
special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Tenant (including, without limitation, all interest and penalties thereon due to any failure in
payment by Tenant), which at any time prior to, during, or in respect of the Term hereof may be assessed or imposed on, or in respect of, or be a lien upon (a) Landlord’s interest in the Leased Property, (b) the Leased Property, or
any part thereof, or any 

  
 -4- 








 
rent therefrom, or any estate, right, title, or interest therein, or (c) any occupancy, operation, use, or possession of, or sales from, or activity conducted on, or in connection with, the
Leased Property, or the leasing or use of the Leased Property or any part thereof by Tenant; provided, that nothing contained herein shall be construed to require Tenant to pay (i) any tax based on net income, net worth, or capital imposed on
Landlord, (ii) any net revenue tax of Landlord, (iii) any transfer fee or other tax imposed with respect to the sale, exchange, or other disposition by Landlord of any Leased Property or the proceeds thereof, (iv) any single business,
gross receipts tax (from any source other than the rent received by Landlord from Tenant), or similar taxes as the same relate to or are imposed upon Landlord, except to the extent that any tax, assessment, tax levy, or charge that would otherwise
be an Imposition under this definition which is in effect at any time during the Term hereof is totally or partially repealed, and a tax, assessment, tax levy, or charge set forth in clause (i) or (ii) preceding is levied, assessed, or
imposed expressly in lieu thereof, (v) any interest or penalties imposed on Landlord as a result of the failure of Landlord to file any return or report timely and in the form prescribed by law, or to pay any tax or imposition, except to the
extent such failure is a result of a breach by Tenant of its obligations pursuant to Section 3.4, (vi) any Impositions imposed on Landlord that are a result of Landlord not being considered a “United States person” as defined in
Section 7701(a)(30) of the Code, (vii) any Impositions that are enacted or adopted by their express terms as a substitute for any tax that would not have been payable by Tenant pursuant to the terms of this Lease or (viii) any
Impositions imposed as a result of a breach of covenant or representation by Landlord in any agreement entered into by Landlord governing Landlord’s conduct or operation or as a result of the negligence or willful misconduct of Landlord. 

“Indebtedness” means all obligations, contingent or otherwise, which in accordance with GAAP should be reflected on the
obligor’s balance sheet as liabilities. 
 “Index” means the Consumer Price Index for All Urban Consumers, All Items,
for the market area that includes the Leased Property, as published by the Bureau of Labor Statistics of the United States Department of Labor, using the years 1982-84 as a base of 100, or if such index is discontinued, the most comparable index
published by any federal governmental agency, as mutually acceptable to Landlord and Tenant. Whenever a number or amount is required to be adjusted by changes in the Index or similar terminology, such adjustment shall be equal to the percentage
increase or decrease in the Index which is issued for the month in which such adjustment is to be made (or if the Index for such month is not yet publicly available, the Index for the most recent month for which the Index is publicly available) as
compared to the Index which was issued for the month in which the Commencement Date occurred. 
 “Insurance Requirements”
means all terms of any insurance policy required by this Lease, and all requirements of the issuer of any such policy, and all orders, rules and regulations, and any other requirements of the National Board of Fire Underwriters (or any other body
exercising similar functions) binding upon Landlord, Tenant, or the Leased Property. 
 “Intangible Property” means
(a) Permits and other approvals granted by any public body or by any private party pursuant to a recorded instrument and (b) certificates, licenses, warranties, and guarantees other than such Permits and approvals which are to be held by,
or transferred to, Tenant in order to permit Tenant to operate, or cause Manager to operate, the Leased Property properly in accordance with the terms of this Lease. 

  
 -5- 








 “Interest Rate” means an annual rate of interest equal to, as of the date of
determination, the per annum rate for 10 year U.S. Treasury Obligations as published in the Wall Street Journal, plus 200 basis points. 

“Inventories” means “Inventories” as defined in the Uniform System of Accounts, including, without limitation,
provisions in storerooms, refrigerators, pantries and kitchens, beverages in wine cellars and bars, other merchandise intended for sale, fuel, mechanical supplies, stationery, and other expenses, supplies, and similar items. 

“Landlord Liens” means liens on or against the Leased Property or any payment of Rent (a) which result from any act of,
or any claim against, Landlord or any owner (other than Tenant) of a direct or indirect interest in the Leased Property, or which result from any violation by Landlord of any terms of this Lease, or (b) which result from liens in favor of any
taxing authority by reason of any tax owed by Landlord or any fee owner of a direct or indirect interest in the Leased Property; provided, that “Landlord Liens” shall not include any lien resulting from any tax for which Tenant is
obligated to pay or indemnify Landlord against until such time as Tenant shall have already paid to, or on behalf of, Landlord the tax or the required indemnity with respect to the same. 

“Lease Year” means any Fiscal Year during the Term and any partial Fiscal Year at the beginning or end of the Term. 

“Legal Requirements” means all federal, state, county, municipal, and other governmental statutes, laws, rules, orders,
regulations, ordinances, judgments, decrees, and injunctions affecting the Leased Property or the maintenance, construction, alteration, or operation thereof, whether now or hereafter enacted or in existence, including, without limitation,
(a) all permits, licenses, authorizations, certificates, and regulations necessary to operate the Leased Property for its Permitted Use, and (b) all covenants, agreements, declarations, restrictions, and encumbrances contained in any
instruments at any time in force affecting the Leased Property as of the date hereof, or to which Tenant has consented or required to be granted pursuant to Applicable Laws, including, without limitation, those which may (i) require material
repairs, modifications, or alterations in or to the Leased Property or (ii) in any way materially and adversely affect the use and enjoyment of the Leased Property, but excluding any requirements arising as a result of Landlord’s or any
Landlord’s Affiliate’s status as a real estate investment trust. 
 “Management Agreement” means any agreement
entered into by Tenant and Manager with respect to the management and operation of the Leased Property, as the same may be amended from time to time. As of the date of this Lease, the Management Agreement is that certain Management Agreement dated
as of the date hereof between Tenant and Manager. 
 “Manager” means ESA Management, LLC, a Delaware limited liability
company, together with its successors and assigns. 
 “Manager’s System” means all hotels and resorts in the United
States that are managed by Manager. 

  
 -6- 








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

“Mortgagee” means the holder of any Mortgage. 

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

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

“Permitted Use” means any use of the Leased Property permitted pursuant to Section 4.1(a). 

“Person” means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and
assigns of such Person where the context so admits. 
 “Real Estate Taxes” means all real estate taxes, including, without
limitation, general and special assessments, if any, which are imposed upon the Land or any improvements thereon. 
 “Rent”
means, collectively, Minimum Rent, Percentage Rent, and Additional Charges. 
 “Routine Capital Expenditures” means certain
routine, non-major expenditures which are classified as “capital expenditures” under GAAP, but which will be funded from funds provided by Landlord (pursuant to Section 5.2), rather than pursuant to the provisions of Section 5.3.
Routine Capital Expenditures consist of the following types of expenditures: exterior and interior repainting; resurfacing building walls and floors; resurfacing parking areas; replacing folding walls; and miscellaneous similar expenditures (all
such types of expenditures to be in accordance with Manager’s policies as then generally implemented throughout the Manager’s System). 

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

“Tenant’s Personal Property” means all motor vehicles, Inventories, FF&E, and any other tangible personal property
of Tenant acquired by Tenant at its election and with its own funds, on and after the date hereof, and located at the Leased Property or used in Tenant’s business at the Leased Property, and all modifications, replacements, alterations, and
additions to such personal property installed at the expense of Tenant. 

  
 -7- 








 “Term” means, collectively, the Fixed Term and the Renewal Terms, to the extent
properly exercised pursuant to the provisions of Section 2.4, unless sooner terminated pursuant to the provisions of this Lease. 

“Total Casualty” means any fire or other casualty which results in damage to a Hotel and its contents to the extent that the
total cost of repairing and/or replacing the damaged portion of the Hotel to the same condition as existed previously would be 30% or more of the then total replacement cost of the Hotel. 

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

“Uniform System of Accounts” means Uniform System of Accounts for the Lodging Industry, Ninth Revised Edition, 1996, as
published by the Hotel Association of New York City, as the same may be further revised from time to time. 
 “Working
Capital” means funds that are used in the day-to-day operation of the business of the Hotels, including, without limitation, amounts sufficient for the maintenance of change and petty cash funds, amounts deposited in operating bank
accounts, receivables, amounts deposited in payroll accounts, prepaid expenses, and funds required to maintain Inventories, less accounts payable and accrued current liabilities. 

Article 2 
 LEASED
PROPERTY AND TERM 
 2.1 Leased Property. Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to
Tenant and Tenant leases from Landlord all of Landlord’s right, title, and interest in and to all of the following (collectively, the “Leased Property”): 

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

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

(d) all equipment, machinery, fixtures, and other items of property, now or hereafter permanently affixed to or incorporated into the
Improvements, including, without limitation, all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, 

  
 -8- 








 
ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems and apparatus, sprinkler systems, and fire and theft protection
equipment, all of which, to the maximum extent permitted by law, are hereby deemed by the parties hereto to constitute real estate, together with all replacements, modifications, alterations, and additions thereto, but specifically excluding all
items included within the category of Tenant’s Personal Property; 
 (e) all of the Intangible Property; 

(f) all FF&E and other tangible personal property owned by Landlord located in or on the Hotels as of the date hereof and any and all
replacements, modifications, alterations, and additions to the FF&E and such other tangible personal property, but specifically excluding Tenant’s Personal Property; and 

(g) any and all leases of space (including, without limitation, any security deposits held by Tenant pursuant thereto) in the Improvements to
tenants thereof. 
 2.2 Condition of Leased Property. Tenant acknowledges receipt and delivery of possession of the Leased Property
and Tenant accepts and will accept the Leased Property in its “as is” condition, subject to the rights of parties in possession, the existing state of title, including, without limitation, all covenants, conditions, restrictions,
reservations, mineral leases, easements, and other matters of record or that are visible or apparent on the Leased Property, all applicable Legal Requirements, the lien of any financing instruments, mortgages permitted by the terms of this Lease,
and such other matters which would be disclosed by an inspection of the Leased Property and the record title thereto or by an accurate survey thereof. TENANT REPRESENTS THAT IT HAS INSPECTED THE LEASED PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND
THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD’S AGENTS OR EMPLOYEES WITH RESPECT THERETO, EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST
LANDLORD IN RESPECT OF THE CONDITION OF THE LEASED PROPERTY. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN, OR CONDITION FOR ANY
PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. To the maximum extent permitted by law, however, Landlord hereby
assigns to Tenant all of Landlord’s rights to proceed against any predecessor in title, contractors, and materialmen for breaches of warranties or representations or for latent defects in the Leased Property. Landlord shall fully cooperate with
Tenant in the prosecution of any such claims, in Landlord’s or Tenant’s name, all at Tenant’s sole cost and expense. Tenant shall indemnify, defend, and hold harmless Landlord from and against any loss, cost, damage, or liability
(including reasonable attorneys’ fees) incurred by Landlord in connection with such cooperation. 

  
 -9- 








 2.3 Fixed Term. The initial term of this Lease (the “Fixed Term”) shall
commence on the Commencement Date and shall expire on October 31, 2018 unless sooner terminated in accordance with the provisions hereof. 

2.4 Renewal Term. (a) Provided that no Event of Default shall have occurred and be continuing, this Lease shall automatically
extend for two renewal terms of five years each (each such renewal a “Renewal Term”) unless Tenant elects, by providing Notice to Landlord no later than 30 months prior to the scheduled expiration of the Term of this Lease or the
previous Renewal Term, as applicable, to terminate this Lease upon the expiration of the then current Term. Any such Notice to terminate shall, if given, be irrevocable, but Tenant’s failure to terminate shall not preclude Landlord from
exercising any of its rights to terminate this Lease in accordance with the terms hereof. 
 (b) Each Renewal Term shall commence on the day
succeeding the expiration of the Fixed Term or the preceding Renewal Term, as the case may be. All of the terms, covenants, and provisions of this Lease shall apply to each such Renewal Term. Tenant shall have no right to extend the Term beyond the
expiration of the last Renewal Term. If Tenant does not give Notice that it elects to terminate this Lease in accordance with this Section 2.4, then this Lease shall automatically renew at the end of the Term then in effect as provided in
Section 2.4(a). 
 Article 3 

RENT 
 3.1 Rent.
Tenant shall pay, or cause Manager to pay, to Landlord, by wire transfer of immediately available federal funds or by other means acceptable to Landlord in its sole discretion, in lawful money of the United States of America which shall be legal
tender for the payment of public and private debts, without notice, offset, abatement, demand, or deduction (unless otherwise expressly provided in this Lease), Rent during the Term as follows: 

(a) Minimum Rent. Tenant shall pay minimum rent in an amount equal to the aggregate amount of minimum rent per Fiscal Year set forth in
Exhibit A, payable in advance in equal, consecutive monthly installments, on or before the first day of each calendar month of the Term (“Minimum Rent”); provided, that in the case of the first Fiscal Year and the last Fiscal Year,
the number of such installments shall equal the number of calendar months included within the Term of such Fiscal Year; and provided further, that if the Term commences on a day other than the first day of the calendar month, the Minimum Rent for
the first month and the last month of the Term shall be prorated on a per diem basis based on the actual number of calendar days included within the Term of such month; and 

(b) Percentage Rent. 

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

  
 -10- 








 (ii) Percentage Rent, if any, for each Fiscal Year shall be payable, in arrears, in 12 monthly
installments (the first 11 such installments for any Fiscal Year being referred to in this Lease as the “Progress Installments”; the last such installment for any Fiscal Year being referred to in this Lease as the “Final
Installment”); provided, that in the case of the first Fiscal Year and the last Fiscal Year, the number of such installments shall equal the number of months (or partial calendar months) included within such Fiscal Year. Each of the
Progress Installments shall be payable within 35 days after the calendar month (or partial calendar month) then most recently ended. The Final Installment shall be payable within 30 days after Landlord’s receipt of the annual financial
statements and other reports required to be delivered to Landlord pursuant to Section 17.2(b) for such Fiscal Year. Appropriate provision shall be made in the case of the final calendar month (or partial calendar month) of the Term. 

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

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

  
 -11- 








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

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

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

  
 -12- 








 
Landlord’s audit or the matter is otherwise determined or compromised, then Tenant shall forthwith pay to Landlord the amount of the deficiency, as finally agreed or determined, together
with interest at the Interest Rate from the date when said payment should have been made to the date of payment thereof. If any Landlord’s audit discloses a deficiency in the determination or reporting of Gross Revenue, which, as finally agreed
or determined, exceeds three percent, Tenant shall pay the costs of the portion of Landlord’s audit allocable to the determination of such Revenues. Any proprietary information obtained by Landlord pursuant to the provisions of this
Section 3.2 shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation or arbitration between the parties and except further that Landlord may disclose such
information to prospective lenders, investors, and underwriters and to any other persons to whom disclosure is necessary to comply with applicable laws, regulations, and government requirements. The obligations of Tenant contained in this
Section 3.2 shall survive the expiration or earlier termination of this Lease. Any dispute as to the existence or amount of any deficiency in the payment of Percentage Rent as disclosed by Landlord’s audit shall, if not otherwise settled
by the parties, be submitted to arbitration. 
 3.3 Additional Charges. In addition to Minimum Rent or Percentage Rent payable under
Section 3.1 of this Lease, (a) Tenant also will pay and discharge as and when due and payable all other amounts, liabilities, obligations, and Impositions that Tenant assumes or agrees to pay under this Lease, and (b) in the event of
any failure on the part of Tenant to pay any of those items referred to in clause (a) of this Section 3.3, Tenant also will promptly pay and discharge every fine, penalty, interest, and cost that may be added for non-payment or late
payment of such items (the items referred to in clauses (a) and (b) of this Section 3.3 being additional rent hereunder and being referred to herein collectively as “Additional Charges”), and Landlord shall have all
legal, equitable, and contractual rights, powers, and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of Additional Charges as in the case of non-payment of Minimum Rent or Percentage Rent. If any
installment of Minimum Rent, Percentage Rent or Additional Charges (but only as to those Additional Charges that are payable directly to Landlord) shall not be paid on its due date, then Tenant will pay Landlord within 10 days after demand, as
Additional Charges, an amount equal to the interest computed at the Interest Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Tenant pays any Additional Charges to
Landlord pursuant to the requirements of this Lease, Tenant shall be relieved of its obligation to pay such Additional Charges to the entity to which they would otherwise be due and Landlord shall pay the same from monies received from Tenant. 

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

  
 -13- 








 (ii) Landlord, at its expense, shall, to the extent required or permitted by Applicable Law,
prepare and file all tax returns and pay all taxes due in respect of Landlord’s net income, gross receipts (from any source other than Rent received by Landlord from Tenant), sales and use, single business, ad valorem, franchise taxes,
Real Estate Taxes, and taxes on its capital stock, and Tenant, at its expense, shall, to the extent required or permitted by Applicable Laws, prepare and file all other tax returns and reports in respect of any Imposition as may be required by
Government Agencies. 
 (iii) If any refund shall be due from any taxing authority in respect of any Imposition paid by Tenant, then the
same shall be paid over to or retained by Tenant if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have been declared by Landlord and be continuing, then any such refund shall be paid over to or
retained by Landlord. 
 (iv) Landlord and Tenant shall, upon request of the other, provide such data as is maintained by the party to whom
the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. 
 (v) In the
event Government Agencies classify any property covered by this Lease as personal property, then Tenant shall file, or cause Manager to file, all personal property tax returns in such jurisdictions where it may legally so file. Each party shall, to
the extent it possesses the same, provide the other, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required (or otherwise elects) to file
personal property tax returns for property covered by this Lease and/or gross receipts tax returns for Rent received by Landlord from Tenant, Landlord shall file the same with reasonable cooperation from Tenant. 

(vi) Landlord shall provide Tenant with copies of assessment notices in sufficient time for Tenant to prepare a protest which Landlord shall
file. Landlord may, upon notice to Tenant, at Landlord’s option and at Landlord’s sole expense, appeal, protest, or institute such other proceedings (in its or Tenant’s name) as Landlord may deem appropriate to effect a reduction of
real estate assessments and Tenant shall fully cooperate with Landlord in such protest, appeal, or other action. 
 (vii) Landlord shall
give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; provided, however, that Landlord’s failure to give any such notice shall in no way diminish Tenant’s obligation
hereunder to pay such Impositions (except that Landlord shall be responsible for any interest or penalties incurred as a result of Landlord’s failure promptly to forward the same). 

(viii) In addition, Tenant shall pay the following: 

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

  
 -14- 








 (B) Insurance Premiums. Tenant shall pay or cause to be paid all premiums for the
insurance coverage required to be maintained by Tenant pursuant to Article 9. 
 (C) Other Charges. Tenant shall pay or cause to be
paid all other amounts, liabilities, and obligations arising in connection with the Leased Property except those obligations expressly assumed by Landlord pursuant to the provisions of this Lease or expressly stated not to be an obligation of Tenant
pursuant to this Lease. 
 (b) Reimbursement for Additional Charges. If Tenant pays or causes to be paid property taxes or similar or
other Additional Charges attributable to periods after the end of the Term, whether upon expiration or sooner termination of this Lease, then Tenant may, within a reasonable time after the end of the Term, provide Notice to Landlord of Tenant’s
estimate of such amounts. Landlord shall promptly reimburse Tenant for all payments of such taxes and other similar Additional Charges that are attributable to any period after the Term of this Lease. 

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

3.6 Net Lease. Rent shall be absolutely net to Landlord so that this Lease shall yield to Landlord the full amount of the installments
or amounts of Rent throughout the Term, subject to any other provisions of this Lease which expressly provide otherwise (including, without limitation, (i) Landlord’s obligations to pay Real Estate Taxes pursuant to Section 3.4,
(ii) Landlord’s obligation to maintain Insurance pursuant to Article 9, and (iii) those provisions for adjustment, refunding, or abatement of such Rent and for the funding of Landlord’s obligations pursuant to Section 14.3).
This Lease is a net lease, and, except to the extent otherwise expressly specified in this Lease, it is agreed and intended that Rent payable hereunder by Tenant shall be 

  
 -15- 








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

  
 -16- 








 Article 4 

USE OF THE LEASED PROPERTY 

4.1 Permitted Use. (a) Tenant shall, and shall cause Manager to, at all times during the Term and at any other time that Tenant
and Manager shall be in possession of the Leased Property, continuously use and operate, or cause Manager to continuously use and operate, the Leased Property as a hotel facility in a manner consistent with the Management Agreement and shall use
reasonable good faith efforts to seek to maximize Gross Revenues. Subject to Section 16.3, Tenant shall not, and Tenant shall ensure that Manager shall not, use the Leased Property, or any portion thereof, for any other use without the prior
written consent of Landlord. No use shall be made or permitted to be made of the Leased Property, and no acts shall be done thereon, which will cause the cancellation of any insurance policy covering the Leased Property or any part thereof (unless
another adequate policy is available), and Tenant shall not, and shall ensure that Manager shall not, sell or otherwise provide or permit to be kept, used, or sold in or about the Leased Property, any article which may be prohibited by law, or by
the standard form of fire insurance policies, or any other insurance policies required to be carried hereunder, or fire underwriter’s regulations. Tenant shall, at its sole cost, comply with all Insurance Requirements. Further, Tenant shall
not, and Tenant shall ensure that Manager shall not, take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of the Leased Property or any part thereof for its Permitted Use. 

(b) Tenant shall proceed with all due diligence and exercise commercially reasonable efforts to obtain and maintain, or to cause Manager to
obtain and maintain, all approvals necessary to use and operate, for its Permitted Use, the Leased Property and the Hotels located thereon under applicable law. Landlord shall cooperate with Tenant in this regard, including, without limitation, by
executing all applications and consents required to be signed by Landlord in order for Tenant to obtain and maintain such approvals. 
 (c)
Tenant shall not, and Tenant shall ensure that Manager shall not, use or suffer or permit the use of the Leased Property or Tenant’s Personal Property, if any, for any unlawful purpose. Tenant shall not, and Tenant shall ensure that Manager
shall not, (i) commit or suffer to be committed any waste on the Leased Property, or in the Hotels, or cause or permit any unlawful nuisance thereon or therein, or (ii) permit the Leased Property, or any portion thereof, to be used in such
a manner as (A) might reasonably impair Landlord’s title thereto or to any portion thereof; or (B) may reasonably allow a claim or claims for adverse usage of adverse possession by the public, as such, or of implied dedication of the
Leased Property or any portion thereof. 
 4.2 Compliance with Legal / Insurance Requirements, Etc. Subject to the provisions of
Article 8, Tenant, at its sole expense, shall, or shall cause Manager to, (a) comply with Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair, alteration, and restoration of the Leased Property,
and (b) comply with all appropriate licenses, and other authorizations and agreements, required for any use of the Leased Property and Tenant’s Personal Property, if any, then being made and which are material to the operation of the
Leased Property for the uses permitted hereunder, and for the proper operation and maintenance of the Leased Property or any part thereof. 

  
 -17- 








 4.3 Environmental Matters. (a) Tenant hereby represents and warrants to Landlord
that, as of the Commencement Date, there are no Hazardous Materials on any portion of the Leased Property or the Hotels, nor have any Hazardous Materials been released or discharged on any portion of the Leased Property or the Hotels. In addition,
Tenant hereby represents and warrants that it has previously delivered to Landlord copies of all reports concerning environmental conditions which have been received by Tenant or any of its Affiliates. In the event of the discovery of Hazardous
Materials on any portion of the Leased Property or in the Hotels during the Term, and subject to the provisions of Section 4.3(c), Tenant shall promptly remove such Hazardous Materials, together with all contaminated soil and containers, and
shall otherwise remedy the problem in accordance with (i) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., as amended (“CERCLA”); (ii) the regulations
promulgated under CERCLA from time to time; (iii) all federal, state and local laws, rules, and regulations (now or hereafter in effect) dealing with the use, generation, treatment, storage, disposal, or abatement of Hazardous Materials; and
the regulations promulgated thereunder from time to time (the items described in the foregoing clauses (i) through (iii) are collectively referred to as “Environmental Laws”). Tenant shall indemnify, defend, and hold
Landlord harmless from and against all loss, costs, liability, and damage (including, without limitation, engineers’ and attorneys’ fees and expenses, and the cost of litigation) arising from the presence of Hazardous Materials on the
Leased Property or in the Hotels during the Term, and this obligation of Tenant shall survive the expiration or earlier termination of this Lease. “Hazardous Materials” means any substance or material containing one or more of any
of the following: “hazardous material”, “hazardous waste”, “hazardous substance”, “regulated substance”, “petroleum”, “pollutant”, “contaminant”, “polychlorinated
biphenyls”, “lead or lead-based paint”, or “asbestos” as such terms are defined in any applicable Environmental Law in such concentration(s) or amount(s) as may impose clean-up, removal, monitoring, or other responsibility
under the Environmental Laws, as the same may be amended from time to time, or which may present a significant risk of harm to guests, invitees, or employees of the Hotels. 

(b) Subject to the provisions of Section 4.3(c), all costs and expenses of the removal of Hazardous Materials from the Leased Property or
the Hotels in accordance with the provisions of Section 4.3(a), and of compliance with all Environmental Laws in accordance with the provisions of Section 4.3(a), and any amounts paid to Landlord pursuant to the indemnity set forth in
Section 4.3(a), shall be paid by Tenant from its own funds, and not from Gross Revenues. 
 (c) To the extent not otherwise covered by
insurance maintained by either Tenant or Manager (including, without limitation, any deductible or self-insured retention, if any, related thereto), the amount of any loss, cost, liability, or damage (including, without limitation, engineers’
and attorneys’ fees and expenses, and the cost of litigation) arising from the presence of Hazardous Materials on or under the Leased Property or in the Hotels as a direct result of the gross negligence of Tenant’s or Manager’s
employees at the Hotels (but not any third parties, including, without limitation, any independent contractors retained to provide goods or services to the Hotels) shall be paid from Gross Revenues. 

(d) Each party shall undertake reasonable efforts to notify the other party concerning the presence of any Hazardous Materials on or under the
Leased Property or in the Hotels of which the notifying party has knowledge; provided, however, that unless required by Legal Requirements, the parties shall otherwise maintain the confidentiality of such information. 

  
 -18- 








 Article 5 

REPAIRS, MAINTENANCE, AND REPLACEMENTS 

5.1 Repairs and Maintenance Costs that are Expensed. Tenant shall, and shall cause Manager to, (a) maintain the Leased Property
and all buildings and improvements located thereon (including, without limitation, the interior and exterior, structural, plumbing, HVAC, and other elements thereof) in good repair and working condition and shall make or cause to be made such
routine maintenance, repairs, and minor alterations as it determines are necessary for such purposes; (b) not commit waste or permit impairment or deterioration of the Leased Property (normal wear and tear excepted); (c) not abandon the
Leased Property; (d) comply in all material respects with all laws, ordinances, regulations, and requirements of any governmental body applicable to the Leased Property; (e) provide prompt written notification to Landlord of any material
adverse change to the Leased Property, such as material changes to any environmental condition, including, without limitation, the presence of biocontaminants, such as mold; (f) promptly undertake appropriate assessment, remedial, and
preventative actions sufficient to meet any guidelines established by Landlord or guidelines or regulations adopted by applicable authoritative bodies or regulatory agencies in connection with a determination of any material adverse change, and, in
any event with respect to mold contamination, Tenant shall undertake (i) removal of the mold, (ii) abatement of the underlying cause of mold (including water intrusion), and (iii) repair of any leaks and associated water damage at the
Leased Property; and (g) return the Leased Property and all buildings and improvements thereon at the expiration of the Term in as reasonably a good condition as when received, ordinary wear and tear excepted and shall make or cause to be made
such routine maintenance, repairs, and minor alterations as it determines are necessary for such purposes. The phrase “routine maintenance, repairs, and minor alterations” as used in this Section 5.1 shall include only those items of
maintenance, repair, and alteration which are normally expensed under GAAP. All costs and expenses incurred in connection with such maintenance, repairs, and alterations shall be borne by Tenant. 

5.2 Routine Capital Expenditures and FF&E. (a) Tenant shall prepare, or cause Manager to prepare, an annual estimate (the
“Capital Reserve Budget”) of the expenditures necessary for (i) replacements, renewals, and additions to the FF&E, and (ii) Routine Capital Expenditures, during the ensuing Fiscal Year and shall deliver the Capital
Reserve Budget to Landlord for its review, comment, and approval at the same time as Manager submits the business plan described in Section 17.4. The Capital Reserve Budget shall also indicate the estimated time schedule for making such
replacements, renewals, and additions, a reasonable description of items required to be replaced, the number of units to be replaced, unit costs, and costs in the aggregate, together with such additional information as Landlord shall reasonably
request, to the extent then known by Manager. 
 (b) Tenant shall, or Tenant shall cause Manager to, on behalf of Landlord from time to time
(in compliance with the applicable Capital Reserve Budget, unless there has been a change in circumstances) make such (i) replacements, renewals, and additions to the FF&E, and (ii) Routine Capital Expenditures, as Tenant deems
necessary. Notwithstanding the foregoing, no expenditures shall be made in excess of the amounts set forth in the then-applicable 

  
 -19- 








 
Capital Reserve Budget without the approval of Landlord; provided, that Tenant or Manager shall be authorized to take appropriate remedial action (including, without limitation, making any
necessary expenditures above the total aggregate amount set forth in the then-applicable Capital Reserve Budget), without receiving Landlord’s prior approval, to remedy or respond to any of the Emergency Requirements (provided further that
Tenant shall notify Landlord of any such remedial action that requires more than a de minimis expenditure of funds). 
 (c) All costs
and expenses incurred in connection with the replacements, renewals, and additions to the FF&E and the Routine Capital Expenditures required under this Section 5.2 shall be paid by Tenant from amounts provided by Landlord to Tenant for such
purposes. 
 (d) Landlord and Tenant hereby acknowledge and agree that all FF&E the purchase of which is funded by Landlord shall be the
property of Landlord unless otherwise provided in this Lease. 
 5.3 Capital Expenditures. (a) Tenant, or Manager on behalf of
Tenant, shall prepare an annual estimate (the “Building Estimate”) of all Capital Expenditures, which Building Estimate shall include such detail as is reasonably required to allow Landlord to review and analyze the Capital
Expenditures described therein. Tenant shall submit, or cause Manager to submit, the Building Estimate to Landlord for its approval at the same time as Manager submits the business plan described in Section 17.4. Tenant shall not, and Tenant
shall ensure that Manager shall not, make any Capital Expenditures without the prior written approval of Landlord, except as otherwise permitted herein. 

(b) Notwithstanding the provisions of Section 5.3(a), Tenant shall be authorized to take appropriate remedial action (including, without
limitation, making any necessary Capital Expenditures) without receiving Landlord’s prior approval, to remedy or respond to any of the Emergency Requirements; provided that Tenant shall notify Landlord of any such remedial action that requires
a Capital Expenditure that is not de minimis. Tenant and Manager shall cooperate with Landlord in the pursuit of any such action and shall have the right to participate therein. Landlord shall, upon written request by Tenant, or Manager on
behalf of Tenant, promptly reimburse all expenditures made by Tenant or Manager pursuant to this Section 5.3(b). 
 (c) The cost of all
Capital Expenditures (including, without limitation, the expenses incurred by Landlord or Tenant or Manager in connection with any civil or criminal proceeding arising by reason of an Emergency Requirement) shall be borne solely by Landlord, and
shall not be paid from Gross Revenues. 
 5.4 Ownership of Replacements. All Capital Expenditures and, subject to the rights of
Manager under the Management Agreement, all repairs, alterations, improvements, renewals, and replacements made pursuant to this Article 5 shall be the property of Landlord. 

5.5 Tenant’s Personal Property. At the expiration or sooner termination of the Term, Landlord may, in its sole and absolute
discretion, elect either (a) to give Tenant Notice that Tenant shall be required, within 10 Business Days after such expiration or termination, to remove all Tenant’s Personal Property from the Leased Property or (b) to buy
Tenant’s Personal Property by paying Tenant the book value of such property. Failure of Landlord to make such election shall be deemed an election to proceed in accordance with clause (b) of this Section 5.5. 

  
 -20- 








 5.6 Yield Up. (a) Upon the expiration or sooner termination of this Lease, Tenant
shall vacate and surrender the Leased Property to Landlord in substantially the same condition in which the Leased Property was in on the Commencement Date, except as repaired, replaced, rebuilt, restored, altered, or added to as permitted or
required by the provisions of this Lease, reasonable wear and tear and Condemnation (and casualty damage, in the event that this Lease is terminated following a casualty in accordance with Article 10) excepted. 

(b) In addition, as of the expiration or earlier termination of this Lease, Tenant shall cooperate in good faith with Landlord to effect an
orderly transition of the management or lease of the Leased Property and Tenant shall, at Landlord’s sole cost and expense, use its good faith, commercially reasonable efforts to transfer to and cooperate with Landlord or Landlord’s
nominee in connection with the processing of all applications for licenses, operating permits, and other governmental authorizations and all contracts entered into by Tenant, including, without limitation, contracts with governmental or
quasi-governmental Entities which may be necessary for the use and operation of the Hotels as then operated, but excluding (i) utility deposits and (ii) telephone numbers. Landlord shall indemnify and hold Tenant harmless for all claims,
costs, and expenses (including, without limitation, reasonable attorneys’ fees) arising from acts or omissions by Landlord under such contracts subsequent to the date of transfer thereof to Landlord, and Tenant shall indemnify and hold Landlord
harmless for all claims, costs, and expenses (including, without limitation, reasonable attorney’s fees) arising from acts or omissions by Tenant under such contracts prior to the date of transfer thereof to Landlord. 

5.7 Management Agreement. Except as otherwise provided below, Tenant shall not amend or modify the Management Agreement or replace the
Manager without Landlord’s prior written consent, which consent may be given or withheld by Landlord in its sole and absolute discretion. The terms of the Management Agreement (a) shall not, in Landlord’s and its counsel’s
reasonable opinion, cause the Rent to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, and (b) shall expressly provide that if Landlord and its counsel reasonably conclude that the
terms of the Management Agreement will have such an effect, then the terms of the Management Agreement will be modified so that the Management Agreement, in the reasonable opinion of Landlord and its counsel, does not cause the Rent to be so
characterized under the Code; provided, that no such modifications shall affect the amount of the Management Fees (as defined in the Management Agreement) or the practical realization of the rights and benefits of the Manager thereunder. 

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

(b) To the extent any of the provisions of any Trademark License Agreement impose a greater obligation on Tenant than the corresponding
provisions of this Lease, then Tenant shall be obligated to comply with, and to take all reasonable actions necessary to prevent breaches or defaults under, the provisions of such Trademark License Agreement. It is the intent


  
 -21- 








 
of the parties hereto that, except as otherwise specifically provided by this Lease, Tenant shall comply in every respect with the provisions of any Trademark License Agreement to which Tenant is
a party so as to avoid any default thereunder during the term of this Lease. Landlord and Tenant agree to cooperate fully with each other in the event it becomes necessary to obtain a trademark license extension or modification or a new trademark
license for the Leased Property; provided, that Landlord shall pay the entire cost of any upgrades required by any licensor. 
 Article 6

 IMPROVEMENTS, ETC. 

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

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

Article 7 
 LIENS

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

Article 8 
 PERMITTED
CONTESTS 
 Tenant, or Manager at Tenant’s direction, shall have the right to contest the amount or validity of any Imposition,
Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge, or claim (collectively, “Claims”) as to the Leased Property, by appropriate 

  
 -22- 








 
legal proceedings, conducted in good faith and with due diligence; provided, that (a) the foregoing shall in no way be construed as relieving, modifying, or extending Tenant’s
obligation to pay any Claims required hereunder to be paid by Tenant as finally determined, (b) such contest shall not cause Landlord or Tenant to be in default under any mortgage, deed of trust, or other agreement encumbering the Leased
Property or any part thereof (Landlord agreeing that any such mortgage, deed of trust, or other agreement shall permit Tenant to exercise the rights granted pursuant to this Article 8) or any interest therein or result in a lien attaching to the
Leased Property, unless such lien is fully bonded or is otherwise secured to the reasonable satisfaction of Landlord, (c) no part of the Leased Property nor any Rent therefrom shall be in any immediate danger of sale, forfeiture, attachment, or
loss, and (d) Tenant hereby indemnifies and holds harmless Landlord from and against any cost, claim, damage, penalty, or reasonable expense, including, without limitation, reasonable attorneys’ fees, incurred by Landlord in connection
therewith or as a result thereof. Landlord agrees to join in any such proceedings if required legally to prosecute such contest; provided, that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the
payment of any costs or expenses in connection therewith) unless Tenant agrees to assume and indemnify Landlord with respect to the same. Tenant or Manager, as applicable, shall be entitled to any refund of any Claims and such charges and penalties
or interest thereon which have been paid by Tenant or paid by Landlord to the extent that Landlord has been reimbursed by Tenant. If Tenant shall fail to pay or cause to be paid any Claims when finally determined, to provide reasonable security
therefor, or to prosecute or cause to be prosecuted any such contest diligently and in good faith, then Landlord may, upon Notice to Tenant, pay such charges, together with interest and penalties due with respect thereto, and Tenant shall reimburse
Landlord therefor, upon demand, as Additional Charges. 
 Article 9 

INSURANCE 
 9.1 General
Insurance Requirements. (a) Coverages by Landlord. During the Term, Landlord shall at its expense, without reimbursement from Tenant, at all times keep the Leased Property insured (except to the extent such insurance is required to
be kept by Tenant pursuant to Section 9.1(b)). 
 (b) Coverages by Tenant. During the Term, Tenant shall at its expense keep the
insurance described in Sections 9.1(b)(i) through (v). This insurance shall be written by companies authorized to issue insurance in the applicable state and otherwise acceptable to Landlord. If required by Landlord, the policies must name Landlord
as an additional named insured. 
 (i) Fidelity bonds with limits and deductibles as may be reasonably required by Landlord, covering
Tenant’s employees in job classifications normally bonded under prudent hotel management practices in the United States or otherwise required by law. 

(ii) Workers’ compensation benefits and employers’ liability insurance for all persons employed by Tenant on the Leased Property to
the extent necessary to protect Landlord and the Leased Property against Tenant’s workers’ compensation claims. 

  
 -23- 








 (iii) Vehicle liability insurance for owned, non-owned, and hired vehicles, including, without
limitation, rented and leased vehicles containing minimum limits per occurrence of $1,000,000.00. 
 (iv) General liability insurance with
limits and deductibles as may be reasonably required by Landlord. 
 (v) Such other insurance relating to the operation of the Hotel
business as Landlord may reasonably request; provided, that such other insurance is customary for facilities such as the Leased Property and the operation thereof. 

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

 9.4 Blanket Policy. Notwithstanding anything to the contrary contained in this Article 9, Tenant or Landlord may bring the
insurance provided for herein within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Tenant or Landlord; provided, that the coverage afforded to Landlord and Tenant will not be reduced or diminished or
otherwise be different from that which would exist under a separate policy meeting all other requirements of this Lease by reason of the use of such blanket policy of insurance; and provided further, that the requirements of this Article 9 are
otherwise satisfied. 
 9.5 Separate Insurance. Tenant shall not on Tenant’s own or pursuant to the request or requirement of
any third party, take out separate insurance concurrent in form or contributing 

  
 -24- 








 
in the event of loss with that required in this Article 9 to be furnished, or increase the amount of any then existing insurance by securing an additional policy or additional policies, unless
all parties having an insurable interest in the subject matter of the insurance, including, without limitation, and in all cases, Landlord, are each included therein as an additional insured, and the loss is payable under such additional separate
insurance in the same manner as losses are payable under this Lease. Tenant shall immediately provide Notice to Landlord that Tenant has obtained any such separate insurance or of the increasing of any of the amounts of the then existing insurance.

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

Article 10 
 DAMAGE,
REPAIR, AND CONDEMNATION 
 10.1 Damage and Repair. (a) If, during the Term, a Hotel is damaged by a Minor Casualty, then
Tenant shall proceed, or cause Manager to proceed, with all reasonable diligence, to process the claim with the applicable insurance carriers, including, without limitation, settling such claim, and to make the necessary arrangements with
appropriate contractors and suppliers to repair and/or replace the damaged portion of such Hotel. Landlord’s consent shall not be needed for Tenant or Manager to perform any of the foregoing, all of which shall be performed in accordance with
Tenant’s reasonable judgment; provided, that all such work shall be undertaken (i) in a workmanlike manner, (ii) in accordance with the provisions of Section 11.2, and (iii) in


  
 -25- 








 
accordance with plans and specifications approved by Landlord (which approval or disapproval shall be made within 10 Business Days after Landlord receives the applicable plans or specifications
and, if applicable, within 10 Business Days after Landlord receives any modifications of said plans or specifications to accommodate Landlord’s comments); provided, that the parties agree that the standard for such repair and/or replacement
shall be to repair and/or replace the damaged portion of such Hotel to levels of quality and quantity that are equal to those that existed with respect to such portion of such Hotel prior to the occurrence of the damage at issue. Landlord agrees to
sign promptly any documents which are necessary to process and/or adjust the claim with the insurance carriers, as well as any contracts with such contractors and/or suppliers. 

(b) If, during the Term, a Hotel suffers a Total Casualty, then Landlord shall, at its cost and expense and with all reasonable diligence,
repair and/or replace the damaged portion of such Hotel to the same condition as existed previously. Such damage or destruction shall not terminate this Lease. Notwithstanding any provisions of this Article 10 to the contrary, if a Hotel suffers a
Total Casualty during the last 24 months of the Term, then either party shall have the right to terminate this Lease with respect to such Hotel by giving Notice to the other within 30 days after the date of damage or destruction, whereupon all
accrued Rent with respect to such Hotel shall be paid immediately, this Lease shall automatically terminate with respect to such Hotel five (5) days after the date of such Notice and, upon such termination, Minimum Rent payable hereunder shall
be reduced by an amount equal to the Minimum Rent allocated to the applicable Hotel set forth in Exhibit A and the Thresholds shall be reduced by the applicable Threshold Allocation. “Threshold Allocation” means (only for purposes
of this Article 10), with respect to any applicable Hotel and as applied to the Thresholds, an amount calculated by multiplying the Thresholds by a fraction, the numerator of which is the Minimum Rent allocated to the applicable Hotel as set forth
in Exhibit A, and the denominator of which is the aggregate Minimum Rent for all of the Hotels as set forth in Exhibit A. 
 (c) If, during
the Term, a Hotel is damaged by fire, casualty, or other cause to a greater extent than a Minor Casualty, but not to the extent of a Total Casualty, then Landlord shall, at its cost and expense and with all reasonable diligence, repair and/or
replace the damaged portion of such Hotel to the same condition as existed previously. Tenant shall have the right to discontinue operating, or cause Manager to discontinue operating, the Hotel to the extent Tenant deems necessary to comply with
applicable Legal Requirements or as necessary for the safe and orderly operation of such Hotel. To the extent available, proceeds from the insurance described in Section 9.1 of this Lease shall be applied to such repairs and/or replacements.
The parties agree that Landlord’s obligations to repair and/or replace pursuant to the provisions of this Section 10.1(c) shall be limited to the extent of available insurance proceeds (plus the amount of any applicable deductibles). The
parties further agree that if Landlord is obligated to utilize such available insurance proceeds to repay any obligations pursuant to any Mortgage, then Landlord shall be entitled to an equitable extension of time (in which Landlord has to fulfill
its obligations pursuant to the provisions of this Section 10.1(c)) that is sufficient to allow Landlord to obtain the necessary funding to replace such spent insurance proceeds and to make the repairs and/or replacements required hereunder.
The parties further agree that Landlord’s obligations to repair and/or replace pursuant to the provisions of this Section 10.1(c) shall be subject to Landlord’s ability to obtain such entitlements and/or other governmental approvals
as may be necessary to undertake such repair and/or replacement; provided, that Landlord shall undertake good faith efforts to obtain such entitlements and/or approvals. 

  
 -26- 








 (d) All insurance proceeds payable by reason of any loss of or damage to any of Tenant’s
Personal Property shall be paid to Tenant, and, to the extent necessary to repair or replace Tenant’s Personal Property in accordance with this Section 10.1(d), Tenant shall hold such proceeds to pay the cost of repairing or replacing
damaged Tenant’s Personal Property and, if this Lease terminates, pay the same over to Landlord. If Landlord undertakes to restore the Leased Property as hereinabove provided, then Tenant shall either (i) restore all of Tenant’s
Personal Property, if any, or (ii) replace Tenant’s Personal Property, if any, with items of the same or better quality and utility to the operation of the Leased Property. 

10.2 Condemnation. (a) In the event all or substantially all of a Hotel shall be taken in any eminent domain, condemnation,
compulsory acquisition, or similar proceeding by any competent authority for any public or quasi-public use or purpose, or in the event a portion of a Hotel shall be so taken, but the result is that it is unreasonable to continue to operate such
Hotel in accordance with the standards required by this Lease, this Lease shall terminate with respect to such Hotel as of the date of the taking and, upon such termination, Minimum Rent payable hereunder shall be reduced by an amount equal to the
Minimum Rent allocated to the applicable Hotel set forth in Exhibit A and the Thresholds shall be reduced by the applicable Threshold Allocation. Landlord and Tenant shall each have the right to initiate such proceedings as they deem advisable to
recover any compensation to which they may be entitled. 
 (b) In the event a portion of a Hotel shall be taken by the events described in
Section 10.2(a), or an entire Hotel is affected but on a temporary basis, and the result is not to make it unreasonable to continue to operate such Hotel, this Lease shall not terminate, but the Rent due hereunder shall be equitably abated
taking into consideration, among other relevant factors, the number of useable rooms, the amount of square footage, or revenues affected or taken by such events. However, so much of any Award for any such partial taking or condemnation as shall be
necessary to render the Hotel equivalent to its condition prior to such event shall be used for such purpose and Tenant shall have the right to discontinue operating, or to cause Manager to discontinue operating, the Hotel or portion of the Hotel to
the extent it deems necessary for the safe and orderly operation of the Hotel. 
 Article 11 

SUBORDINATION, ETC. 
 11.1
No Covenants, Conditions, or Restrictions. (a) Landlord covenants that after the Commencement Date and during the Term, there will not be (unless Tenant has given its prior consent thereto) any covenants, conditions, or restrictions,
including, without limitation, reciprocal easement agreements or cost-sharing arrangements (individually or collectively referred to as “CC&R(s)”) affecting the Leased Property (i) which would prohibit Manager’s
operation of the Hotels in accordance with the terms of this Lease and the Management Agreement, including, without limitation, related amenities proposed for the Hotels; (ii) which would allow the Hotels’ facilities (for example, parking
spaces) to be used by persons other than guests, invitees, or employees of the Hotels except as approved by Tenant; (iii) which would allow the Hotels’ facilities to be used for specified charges or rates which have not been approved by
Manager; or (iv) which would subject the Hotels to exclusive arrangements regarding food and beverage operation or retail merchandise. 

  
 -27- 








 (b) Tenant shall cause Manager to manage and operate the Hotels in compliance with all
obligations imposed on Landlord or the Hotels pursuant to any CC&Rs to the extent (i) such obligations are known to Manager (ii) such CC&Rs relate to the management and operation of the Hotels and (iii) the CC&Rs are not
inconsistent with the Management Agreement. 
 11.2 Liens; Credit. Tenant shall use commercially reasonable efforts to prevent any
liens from being filed against the Hotels which arise from any maintenance, repairs, alterations, improvements, renewals, or replacements in or to the Hotels, and shall cooperate fully in obtaining the release of any such liens. 

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

Article 12 
 DEFAULTS AND
REMEDIES 
 12.1 Events of Default. The occurrence of any one or more of the following events shall constitute an “Event
of Default” hereunder: 
 (a) should Tenant fail to make any payment of Minimum Rent or Percentage Rent within 5 Business Days
after Notice thereof, or fail to make payment of any other Rent or any other sum payable hereunder when due and such failure shall continue for a period of 30 days after Notice thereof; 

(b) should Tenant fail to maintain the insurance coverages required under Article 9 and such failure shall continue for 10 Business Days after
Notice thereof; 
 (c) subject to Article 8 relating to permitted contests, should Tenant default in the due observance or performance of
any of the terms, covenants, or agreements contained herein to be performed or observed by it (other than as specified in clauses (a) and (b) above) and such default shall continue for a period of 30 days after Notice thereof from Landlord
to Tenant; provided, that if such default is susceptible of cure but such cure cannot be accomplished with due diligence within such period of time, and if, in addition, Tenant commences to cure or cause to be cured such default within 30 days after
Notice thereof from Landlord and thereafter prosecutes the curing of such default with all due diligence, then such period of time shall be extended to such period of time (not to exceed 90 days) as may be necessary to cure such default with all due
diligence; 

  
 -28- 








 (d) should Tenant generally not be paying its debts as they become due or should Tenant make a
general assignment for the benefit of creditors; 
 (e) should any petition be filed by or against Tenant under the Federal bankruptcy laws,
or should any other proceeding be instituted by or against Tenant seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, reorganization, arrangement, adjustment, or composition of it or its debts under any law relating to
bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for Tenant or for any substantial part of the property of
Tenant and such proceeding is not dismissed within 60 days after institution thereof, or should Tenant take any action to authorize any of the actions set forth above in this paragraph; 

(f) should Tenant cause or institute any proceeding for its dissolution or termination; 

(g) unless Tenant shall be contesting such lien or attachment in good faith in accordance with Article 8, should the estate or interest of
Tenant in the Leased Property or any part thereof be levied upon or attached in any proceeding and the same shall not be vacated, discharged, or fully bonded or otherwise secured to the reasonable satisfaction of Landlord within the later of
(i) 60 days after such attachment or levy, unless the amount in dispute is less than $100,000.00 (as adjusted each year by increases or decreases in the Index), in which case Tenant shall give notice to Landlord of the dispute but Tenant may
defend in any suitable way, and (ii) 30 days after receipt by Tenant of Notice thereof from Landlord; it being understood and agreed that Tenant may commence a contest of such matter pursuant to Article 8 above following such Notice from
Landlord; or 
 (h) should Tenant be in default under the Management Agreement beyond any applicable cure period, 

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

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


  
 -29- 








 
Rent and other sums shall bear interest at the Interest Rate from the date due until paid or otherwise discharged, and Landlord may enforce, by action or otherwise, any other term or covenant of
this Lease; or 
 (b) the sum of: 

(i) the unpaid Rent which had been earned at the time of termination, repossession, or reletting, and 

(ii) the worth at the time of termination, repossession, or reletting of the amount by which the unpaid Rent for the balance of the Term
after the time of termination, repossession, or reletting, exceeds the amount of such rental loss that Tenant proves could be reasonably avoided and as reduced for rentals received after the time of termination, repossession, or reletting, if and to
the extent required by applicable law (the “worth at the time of termination, repossession, or reletting” of the amount referred to in this subparagraph (ii) is computed by discounting such amount at the discount rate of the Federal
Reserve Bank of New York at the time of award plus 1%), and 
 (iii) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which, in the ordinary course, would be likely to result therefrom. 

“Default Rent” for the purposes of this Section 12.2 shall be a sum equal to (A) the average of the annual amounts of the
Percentage Rent for the three Fiscal Years immediately preceding the Fiscal Year in which the termination, re-entry, or repossession takes place, or (B) if three Fiscal Years shall not have elapsed, the average of the Percentage Rent during the
preceding Fiscal Years during which this Lease was in effect, or (C) if one Fiscal Year has not elapsed, the amount derived by annualizing the Percentage Rent from the Commencement Date. 

12.3 Waiver of Jury Trial. Landlord and Tenant hereby waive, to the maximum extent permitted by Applicable Laws, trial by jury in any
action, proceeding, or counterclaim brought by either of the parties hereto against the other or in respect of any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant hereunder,
Tenant’s occupancy of the Leased Property, and/or any claim for injury or damage. 
 12.4 Application of Funds. Any payments
received by Landlord under any of the provisions of this Lease during the existence or continuance of any Event of Default (and any payment made to Landlord rather than Tenant due to the existence of any Event of Default) shall be applied to
Tenant’s current and past due obligations under this Lease in such order as Landlord may determine or as may be required by Applicable Laws. 

12.5 Landlord’s Right to Cure Tenant’s Default. If an Event of Default shall have occurred and be continuing, then Landlord,
after Notice to Tenant with a courtesy copy to Manager (which Notice shall not be required if Landlord shall reasonably determine immediate action is necessary to protect person or property), without waiving or releasing any obligation of Tenant and
without waiving or releasing any Event of Default, may (but shall not be obligated to), at any time thereafter, make such payment or perform such act for the account and at the expense of Tenant, and may, to the maximum extent permitted by law,
enter upon the Leased Property or 

  
 -30- 








 
any portion thereof for such purpose and take all such action thereon as, in Landlord’s sole and absolute discretion, may be necessary or appropriate therefor. No such entry shall be deemed
an eviction of Tenant. All reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Landlord in connection therewith, together with interest thereon (to the extent permitted by law) at the Interest
Rate from the date such sums are paid by Landlord until repaid, shall be paid by Tenant to Landlord, on demand. 
 12.6 Good Faith
Dispute. If Tenant shall in good faith dispute the occurrence of any Default, then Tenant, before the expiration of the applicable cure period, shall give Notice thereof to Landlord, setting forth, in reasonable detail, the basis therefor and
(provided Tenant shall escrow disputed amounts, if any, pursuant to an escrow arrangement reasonably acceptable to Landlord and Tenant) no Event of Default shall be deemed to have occurred; provided, that in the event of any eventual adverse
determination, Tenant shall pay to Landlord interest on any disputed funds at the Interest Rate, from the date demand for such funds was made by Landlord until the date of final adverse determination and, thereafter, at the Interest Rate until paid.

 Article 13 
 HOLDING
OVER 
 Any holding over by Tenant after the expiration or sooner termination of this Lease shall be treated as a daily tenancy at
sufferance at a rate equal to twice the Rent and other charges herein provided (prorated on a daily basis). Tenant shall also pay to Landlord all damages (direct or indirect) sustained by reason of any such holding over. Otherwise, such holding over
shall be on the terms and conditions set forth in this Lease, to the extent applicable. Nothing contained herein shall constitute the consent, express, or implied, of Landlord to the holding over of Tenant after the expiration or earlier termination
of this Lease. 
 Article 14 

LANDLORD’S NOTICE OBLIGATIONS; LANDLORD’S DEFAULT 

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

14.2 Landlord’s Default. (a) It shall be a breach of this Lease if Landlord fails to observe or perform any term, covenant,
or condition of this Lease on its part to be performed and such failure continues for a period of 30 days after Notice thereof from Tenant, unless such failure cannot with due diligence be cured within a period of 30 days, in which case such failure
shall not be deemed a breach if Landlord proceeds within such 30 day period, with due diligence, to commence to cure the failure and thereafter diligently completes the curing thereof. The time within which Landlord shall be obligated to cure any
such failure also shall be subject to 

  
 -31- 








 
extension of time due to the occurrence of any Unavoidable Delay. If Landlord does not cure any such failure within the applicable time period as aforesaid, then Tenant may declare the existence
of a “Landlord Default” by a second Notice to Landlord. Thereafter, Tenant may forthwith cure the same. Tenant shall have no right to terminate this Lease for any Landlord Default and no right, for any such Landlord Default, to
offset or counterclaim against any Rent or other charges due hereunder. 
 (b) If Landlord shall in good faith dispute the occurrence of a
Landlord Default and Landlord, before the expiration of the applicable cure period, shall give Notice thereof to Tenant setting forth, in reasonable detail, the basis therefor, then no Landlord Default shall be deemed to have occurred and Landlord
shall have no obligation with respect thereto until final adverse determination thereof, whether through arbitration or otherwise; provided, that in the event of any such adverse determination, Landlord shall pay to Tenant interest on any disputed
funds at the Interest Rate, from the date demand for such funds was made by Tenant until the date of final adverse determination and, thereafter, at the Interest Rate until paid. If Tenant and Landlord shall fail, in good faith, to resolve any such
dispute within 30 days after Landlord’s Notice of dispute, then either may submit the matter for determination by arbitration, but only if such matter is required to be submitted to arbitration pursuant to any provision of this Lease, or
otherwise by a court of competent jurisdiction. 
 14.3 Tenant’s Right to Cure. Subject to the provisions of Section 14.2,
if Landlord breaches any covenant to be performed by it under this Lease, then Tenant after Notice to and demand upon Landlord as provided in Section 14.2, without waiving or releasing any obligation hereunder, may (but shall be under no
obligation at any time thereafter to) make such payment or perform such act for the account and at the expense of Landlord. All sums so paid by Tenant and all costs and expenses (including, without limitation, reasonable attorneys’ fees) so
incurred, together with interest thereon at the Interest Rate from the date on which such sums or expenses are paid or incurred by Tenant, shall be paid by Landlord, to Tenant on demand. The rights of Tenant hereunder to cure and to secure payment
from Landlord in accordance with this Section 14.3 shall survive the termination of this Lease with respect to the Leased Property. 

Article 15 

INTENTIONALLY OMITTED 

Article 16 
 SUBLETTING
AND ASSIGNMENT 
 16.1 Subletting and Assignment. (a) Except as provided in Section 16.3 and in this Section 16.1,
Tenant shall not, without Landlord’s prior written consent (which may be given or withheld by Landlord in its sole discretion), assign, mortgage, pledge, hypothecate, encumber, or otherwise transfer this Lease or sublease (which term shall be
deemed to include the granting of concessions, licenses, and the like), all or any part of the Leased Property or suffer or permit this Lease or the leasehold estate created hereby or any other rights arising under this Lease to be assigned,
transferred, mortgaged, pledged, hypothecated, or encumbered, in whole or in part, whether voluntarily, involuntarily, or by operation of law, or permit the use or operation of the Leased Property by anyone other than Tenant (but the foregoing is
not to be construed to limit the Permitted Use or to restrict Tenant from engaging, or limit the requirement of Tenant to engage, 

  
 -32- 








 
Manager or other hotel manager), or the Leased Property to be offered or advertised for assignment or subletting. For purposes of this Section 16.1, an assignment of this Lease shall be
deemed to include the following: without Landlord’s consent, any direct or indirect transfer of any interest in Tenant or any transaction pursuant to which Tenant is merged or consolidated with another Entity or pursuant to which all or
substantially all of Tenant’s assets are transferred to any other Entity, as if such change in control or transaction were an assignment of this Lease but shall not include any involuntary liens or attachments contested by Tenant in good faith
in accordance with Article 8. 
 (b) If this Lease is assigned or if the Leased Property or any part thereof is sublet (or occupied by
anybody other than Tenant hereunder), then Landlord may collect the rents from such assignee, subtenant, or occupant, as the case may be, and apply the net amount collected to the Rent herein reserved, but no such collection shall be deemed a waiver
of the provisions set forth in the first paragraph of Section 16.1, the acceptance by Landlord of such assignee, subtenant, or occupant, as the case may be, as a tenant, or a release of Tenant from the future performance by Tenant of its
covenants, agreements, or obligations contained in this Lease. 
 (c) No subletting or assignment shall in any way impair the continuing
primary liability of Tenant hereunder (unless Landlord and Tenant expressly otherwise agree that Tenant shall be released from all obligations hereunder), and no consent to any subletting or assignment in a particular instance shall be deemed to be
a waiver of the prohibition set forth in Section 16.1. No assignment, subletting, or occupancy shall affect any Permitted Use. Any subletting, assignment, or other transfer of Tenant’s interest under this Lease in contravention of
Section 16.1 shall be voidable at Landlord’s option. 
 16.2 Required Sublease Provisions. Any sublease of any portion of
the Leased Property entered into on or after the date hereof shall provide (a) that it is subject and subordinate to this Lease and to the matters to which this Lease is or shall be subject or subordinate; (b) that in the event of
termination of this Lease or reentry or dispossession of Tenant by Landlord under this Lease, Landlord may, at its option, terminate such sublease or take over all of the right, title, and interest of Tenant, as sublessor under such sublease, and,
except as provided below, such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that neither Landlord nor any Mortgagee, as holder of a mortgage or as Landlord under
this Lease, if such Mortgagee succeeds to that position, shall (i) be liable for any act or omission of Tenant under such sublease, (ii) be subject to any credit, counterclaim, offset, or defense which theretofore accrued to such subtenant
against Tenant, (iii) be bound by any previous prepayment of more than one Accounting Period, (iv) be bound by any covenant of Tenant to undertake or complete any construction of the Leased Property or any portion thereof, (v) be
required to account for any security deposit of the subtenant other than any security deposit actually delivered to Landlord by Tenant, (vi) be bound by any obligation to make any payment to such subtenant or grant any credits, except for
services, repairs, maintenance, and restoration provided for under the sublease that are performed after the date of such attornment; (vii) be responsible for any monies owing by Tenant to the credit of such subtenant, or (viii) be
required to remove any Person occupying any portion of the Leased Property; and (c) in the event that such subtenant receives a written Notice from Landlord or any Mortgagee stating that an Event of Default has occurred and is continuing, such
subtenant shall thereafter be obligated to pay all rentals accruing under such sublease directly to the party giving such Notice or as such party may 

  
 -33- 








 
direct. All rentals received from such subtenant by Landlord or the Mortgagee, as the case may be, shall be credited against the amounts owing by Tenant under this Lease and such sublease shall
provide that the subtenant thereunder shall, at the request of Landlord, execute a suitable instrument in confirmation of such agreement to attorn. An original counterpart of each such sublease duly executed by Tenant and such subtenant shall be
delivered promptly to Landlord and Tenant shall remain liable for the payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Tenant hereunder. The provisions of this Section 16.2
shall not be deemed a waiver of the provisions set forth in Section 16.1(a). No subtenant that is an Affiliate of Tenant shall be required to attorn to Landlord as set forth above in this Section 16.2. 

16.3 Permitted Sublease and Assignment. Notwithstanding the foregoing, but subject to the provisions of Section 16.4 and any other
express conditions or limitations set forth herein, Tenant may, without Landlord’s consent, sublease space at the Leased Property for any uses ancillary to the Permitted Use, so long as such subleases do not demise, in the aggregate, in excess
of 3,000 square feet (exclusive of any parking garage subleases), and will not violate or affect any Legal Requirement or Insurance Requirement. 

16.4 Sublease Limitation. For so long as Landlord or any Affiliate of Landlord or any Member of Landlord or any direct or indirect
constituent owner thereof shall seek to qualify as a real estate investment trust under the Code, anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet the Leased Property on any basis such that the rental to be
paid by any sublessee thereunder would be based, in whole or in part, on either (a) the income or profits derived by the business activities of such sublessee or (b) any other formula such that any portion of such sublease rental would
fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. 

Article 17 
 ESTOPPEL
CERTIFICATES AND FINANCIAL STATEMENTS 
 17.1 Estoppel Certificates. At any time and from time to time, upon not less than 10
Business Days prior Notice by either party, the party receiving such Notice shall furnish to the other a certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified
and setting forth the modifications), the date to which the Rent has been paid, that to its knowledge no Default or an Event of Default by the other party has occurred and is continuing or, if a Default or an Event of Default shall exist, specifying
in reasonable detail the nature thereof, and the steps being taken to remedy the same, and such additional information as the requesting party may reasonably request. If such additional information reasonably requires more than 10 Business Days to
provide, then the party furnishing such information shall be entitled to such additional period to respond to such request as may be reasonably required under the circumstances. Any such certificate furnished pursuant to this Section 17.1 may
be relied upon by the requesting party, its lenders, and any prospective purchaser or mortgagee of the Leased Property or the leasehold estate created hereby. 

17.2 Accounting and Annual Reconciliation. (a) Within 30 days after the close of each Accounting Period (or such earlier time
period as required under the Management Agreement), Tenant shall cause Manager to deliver an interim accounting (the “Accounting 

  
 -34- 








 
Period Statement”) to Landlord showing Gross Revenues, and applications and distributions thereof for the preceding Accounting Period. Tenant shall cause Manager to transfer to
Tenant, with each Accounting Period Statement, any interim amounts due Tenant, subject to Working Capital needs, and shall retain any interim amounts due Manager. Calculations and payments of the Management Fees due Manager, and distributions to
Tenant made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulatively. 
 (b) Within 120 days after
the end of each Fiscal Year (or such earlier time period as required under the Management Agreement), Tenant shall cause Manager to deliver to Tenant and Landlord a statement (the “Annual Operating Statement”) in reasonable detail
summarizing the operations of the Hotels for the immediately preceding Fiscal Year, audited and certified by a nationally recognized firm of certified public accountants having hotel accounting experience as described in the Management Agreement.
The parties shall promptly after Landlord’s receipt of such Annual Operating Statement, make any adjustments, by cash payment, in the amounts paid or retained for such Fiscal Year as are needed because of the final figures set forth in such
Annual Operating Statement as reconciled by Manager and/or Tenant to the Accounting Period Statements. Such Annual Operating Statement shall be controlling over the preceding Accounting Period Statements. 

17.3 Books and Records. Books of control and account pertaining to operations at the Hotels shall be kept by Tenant, or by Manager on
behalf of Tenant, on the accrual basis and in all material respects in accordance with the Uniform System of Accounts and GAAP. Tenant, upon Landlord’s reasonable request and at reasonable intervals during Manager’s normal business hours,
shall examine such records to seek to obtain such information therefrom as reasonably directed by Landlord. 
 17.4 Business Plan.
(a) Tenant shall cause Manager to deliver to Landlord and Tenant for their review and approval, at least 15 days (or such earlier time period as required under the Management Agreement) prior to the date on which Landlord is required to deliver
same to Landlord’s Mortgagee for each Fiscal Year which begins after the Commencement Date, a business plan showing the estimated Gross Revenues for the forthcoming Fiscal Year, in comparison to the forecasted Gross Revenues for the current
Fiscal Year, each in a reasonably itemized and detailed, as well as summary, form. Such comparison shall include the estimated percentage changes in such items for the forthcoming Fiscal Year compared to the current Fiscal Year. Tenant shall also
cause Manager to submit to Landlord for Landlord’s approval the Capital Reserve Budget described in Section 5.2(b) and the Building Estimate described in Section 5.3 at the same time that it submits the business plan. Tenant shall
cause Manager to prepare the business plan in accordance with the standards set forth in this Lease and the Management Agreement. Landlord shall have 5 Business Days after receipt of the business plan to review and approve such business plan, and,
in the event that Landlord disapproves any category in the business plan, Landlord shall notify Tenant, and Tenant shall, in turn provide Manager in writing, with the specific reasons for Landlord’s disapproval, by category, within such 5
Business Day period. The parties will attempt to resolve in good faith any such objections by Landlord within 5 Business Days following Manager’s receipt of Tenant’s notice of Landlord’s disapproval. Notwithstanding the foregoing,
Landlord shall not be entitled to withhold its approval with respect to costs that are system-wide for Manager’s System, including, without limitation, any system-wide compensation or benefit programs; provided, that such programs are
reasonably 

  
 -35- 








 
comparable to others in the hospitality industry. Pending such agreement, Tenant shall operate, or cause Manager to operate, the Hotels with respect to those categories that are in dispute based
on the previous Fiscal Year’s approved Business Plan, adjusted in accordance with changes in the GDP Deflator over the Fiscal Year just ended and anticipated changes in Gross Revenues. If Landlord fails to provide any objection within the
initial 5 Business Day period set forth above, the business plan as submitted by Manager shall be deemed approved. If Landlord and Tenant cannot resolve in good faith any objections by Landlord within the second 5 Business Day period set forth
above, then Landlord’s determination in respect of such objections shall control. The approved business plan for each Fiscal Year, as same may be revised by Landlord to the extent such revisions are required by Landlord’s Mortgagee, is
herein referred to as the “Business Plan”. 
 (b) Tenant shall cause Manager to diligently operate the Hotels in accordance
with the Business Plan. 
 (c) In addition to the information described in the first sentence of Section 17.4(a), upon Landlord’s
request, Tenant shall cause Manager to include (to the extent reasonably available to Manager) the following information along with each business plan submitted to Landlord pursuant to the provisions of Section 17.4(a): (i) general
information concerning pay scales and benefits programs applicable to employees of the Hotels, Manager’s general staffing policies, and Manager’s plans for staffing levels at the Hotels for the forthcoming Fiscal Year;
(ii) Manager’s marketing plan for the forthcoming Fiscal Year; (iii) estimates of furniture, fixtures, and equipment and Capital Expenditure requirements and expenditures for the forthcoming three Fiscal Years; and (iv) estimates
of the Hotels’ Working Capital and Fixed Asset Supply needs for the forthcoming Fiscal Year. 
 Article 18 

LANDLORD’S RIGHT TO INSPECT 

The parties acknowledge that Landlord is a direct or indirect controlled subsidiary of an entity, Extended Stay America, Inc., a Delaware
corporation (the “REOC Parent”), that is intended to qualify as a “real estate operating company” (a “REOC”) within the meaning of the U.S. Department of Labor plan assets regulation (Section 2510.3-101,
Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations) and that it is intended that Landlord will have the rights, pursuant to this Lease, as would be reasonably necessary to result in the qualification of REOC Parent as a REOC.
Without limiting the generality of the foregoing, notwithstanding any other provision of this Lease, without prejudice to the other rights provided to Landlord under this Lease, Tenant agrees to: (a) permit Landlord and REOC Parent to visit and
inspect the Leased Property, to make such repairs as Landlord is permitted or required to make pursuant to the terms of this Lease, and inspect and copy the books and records of Tenant, at such times as Landlord shall reasonably request; provided,
that any inspection or repair by Landlord and REOC Parent or their representatives will not unreasonably interfere with Tenant’s or Manager’s use and operation of the Leased Property; (b) periodically (at least quarterly) provide
Landlord and REOC Parent with information and reports regarding Tenant’s or Manager’s operation and management of the Leased Property and the performance of its duties under this Lease and with respect to renovations, alterations, general
maintenance, repairs, and development activities that Tenant has engaged in or intends to engage in with respect to the Leased Property and its surroundings; (c)

  
 -36- 








 
periodically (at least quarterly) consult with Landlord and REOC Parent in advance with respect to any right retained under this Lease and with respect to Tenant’s operation and management
of the Leased Property, as appropriate, and the performance of Tenant’s duties under this Lease including, without limitation, with respect to matters relating to renovations, alterations, general maintenance, repairs, and development
activities with respect to the Leased Property and its surroundings; and (d) to provide Landlord and REOC Parent with such other rights as may reasonably be determined by Landlord to be necessary to enable REOC Parent to qualify as a REOC;
provided, that such additional rights do not materially adversely affect (A) Tenant’s ability to perform its duties under this Lease or the economic benefits enjoyed by Tenant under this Lease or (B) the status of ESH Hospitality as a
real estate investment trust under the Code. Tenant agrees to consider, in good faith, the recommendations of Landlord in connection with the matters on which it is consulted as described above. 

Article 19 

INTENTIONALLY OMITTED 

Article 20 
 LIMITATIONS

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

  
 -37- 








 Article 21 

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

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

  
 -38- 








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

21.8 Memorandum of Lease. Neither Landlord nor Tenant shall record this Lease. However, Landlord and Tenant shall promptly, upon the
request of the other, enter into a short form memorandum of this Lease, in form suitable for recording under the laws of the states in which the Hotels are located in which reference to this Lease, and all options contained herein, shall be made.
The parties shall share equally all costs and expenses of recording such memorandum. 
 21.9 True Lease. The parties hereto intend
that this Lease shall be treated as a true lease for federal tax purposes. 
 21.10 Notices. (a) Any and all notices, demands,
consents, approvals, offers, elections, and other communications required or permitted under this Lease shall be deemed adequately given if in writing and the same shall be delivered either in hand, or by mail, or Federal Express or similar
expedited commercial carrier, addressed to the recipient of the notice, postpaid, and registered or certified with return receipt requested (if by mail), or with all freight charges prepaid (if by Federal Express or similar carrier). 

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

If to Landlord to: 
 11525 N.
Community House Road, Suite 100 
 Charlotte, NC 28277 

Attention: President 
 Facsimile
No.: (980) 335-3089 
 Attention: General Counsel 

Facsimile No.: (980) 335-3089 

  
 -39- 








 with a copy to: 

Fried, Frank, Harris, Shriver & Jacobson LLP 

One New York Plaza 
 New York,
New York 10004 
 Attention: Harry R. Silvera, Esq. 

Facsimile No.: (212) 859-4000 

If to Tenant to: 
 11525 N.
Community House Road, Suite 100 
 Charlotte, NC 28277 

Attention: President 
 Facsimile
No.: (980) 335-3089 
 Attention: General Counsel 

Facsimile No.: (980) 335-3089 

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

New York, New York 10004 

Attention: Harry R. Silvera, Esq. 

Facsimile No.: (212) 859-4000 

(d) By notice given as herein provided, the parties hereto and their respective successors and assigns shall have the right from time to time
and at any time during the term of this Lease to change their respective addresses effective upon receipt by the other parties of such notice and each shall have the right to specify as its address any other address within the United States of
America. 
 21.11 Construction; Nonrecourse. Neither this Lease nor any provision hereof may be changed, waived, discharged, or
terminated except by an instrument in writing signed by all the parties thereto. All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
Each term or provision of this Lease to be performed by Tenant shall be construed as an independent covenant and condition. Time is of the essence with respect to the exercise of any rights of Tenant or Landlord under this Lease. In the event of any
dispute between the parties concerning this Lease, Landlord shall be entitled to an award of attorney’s fees and costs in connection with such dispute, including, without limitation, in connection with any suit, action, arbitration, or other
proceeding concerning such dispute. Except as otherwise set forth in this Lease, any obligations arising prior to the expiration or sooner termination of this Lease of Tenant (including, without limitation, any monetary, repair, and indemnification
obligations) and Landlord shall survive the expiration or sooner termination of this Lease; provided, that each party shall be required to give the other Notice of any such surviving and unsatisfied obligations within one year after the expiration
or sooner termination of this Lease. Nothing contained in this Lease shall be construed to create or impose any liabilities or obligations and no such liabilities or obligations shall be imposed on any of the shareholders, beneficial owners, direct
or indirect, officers, directors, trustees, employees, or agents of Landlord or Tenant for the payment or performance of the 

  
 -40- 








 
obligations or liabilities of Landlord or Tenant hereunder. Further, in the event Landlord shall be in default under this Lease, and if as a consequence of such default, Tenant shall recover a
money judgment against Landlord, then such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment against the right, title, and interest of Landlord in the Leased Property. 

21.12 Counterparts; Headings. This Lease may be executed in two or more counterparts, each of which shall constitute an original, but
which, when taken together, shall constitute but one instrument and shall become effective as of the date hereof when copies hereof, which, when taken together, bear the signatures of each of the parties hereto shall have been signed. Headings in
this Lease are for purposes of reference only and shall not limit or affect the meaning of the provisions hereof. 
 21.13 Applicable
Law. This Lease shall be interpreted, construed, applied, and enforced in accordance with the laws of the State of New York; provided, that the provisions for the enforcement of Landlord’s rights and remedies hereunder shall be governed by
the laws of each of the respective states where the Leased Property is located to the extent necessary for the validity and enforcement thereof. 

21.14 Right to Make Agreement. Each party warrants, with respect to itself, that neither the execution of this Lease, nor the
consummation of any transaction contemplated hereby, shall violate any provision of any law, or any judgment, writ, injunction, order, or decree of any court or governmental authority having jurisdiction over it; nor result in or constitute a breach
or default under any indenture, contract, or other commitment or restriction to which it is a party or by which it is bound; nor require any consent, vote, or approval which has not been given or taken, or at the time of the transaction involved
shall not have been given or taken. Each party covenants that it has and will continue to have, throughout the term of this Lease and any extensions thereof, the full right to enter into this Lease and perform its obligations hereunder. 

21.15 Disclosure of Information. (a) The parties hereto agree that the matters set forth in this Lease and any revenue, expense,
net profit, room rate, and occupancy information provided on a Hotel by Hotel basis are strictly confidential and each party will make every effort to ensure that the information is not disclosed to any Person that is not an Affiliate of any party
(including the press) without the prior written consent of the other party, except as may be required by law and as may be reasonably necessary to obtain licenses, permits, and other public approvals necessary for the refurbishment or operation of
the Hotels, or, in connection with a Landlord financing, a sale of a Hotel, or a sale of a Controlling Interest in Landlord or Tenant. 

(b) Notwithstanding anything to the contrary in the foregoing provisions of this Section 21.15 or elsewhere in this Lease, any party (and
any employee, representative, or other agent of any party) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by this Lease and all materials of any kind
(including opinions or other tax analyses) that are provided to any party relating to such tax treatment and tax structure; provided, that any such information and materials shall be kept confidential to the extent necessary to comply with any
applicable securities laws. For purposes of the preceding sentence, the tax treatment and tax structure of the transactions contemplated by this Lease shall not be deemed to include the identity of the parties, the location of the Leased


  
 -41- 








 
Property, or the amount of Rent payable by Tenant hereunder. The foregoing authorization of disclosure is retroactively effective immediately upon commencement of the first discussions among the
parties regarding the transactions contemplated hereby, and the parties aver and affirm that this tax disclosure authorization has been given on a date which is no later than 30 days from the first day that any party (or any employee,
representative, or other agent of a party) first made or provided a statement as to the potential federal income tax consequences that may result from the transactions contemplated hereby. 

(c) The obligations of Tenant and Landlord contained in this Section 21.15 shall survive the expiration or earlier termination of this
Lease. 
 21.16 Operating Lease. The parties hereto intend that this Lease shall be deemed for all purposes to be an operating lease
and not a capital lease. 
 21.17 No Joint Venture or Partnership. Landlord and Tenant intend that the relationship created hereunder
be solely that of landlord and tenant. Nothing herein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Landlord and Tenant. 

[SIGNATURE PAGE FOLLOWS] 

  
 -42- 








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

 

					
	LANDLORD
	
	ESA LVP PORTFOLIO LLC
		
	By:	 	 /s/ Bill McCanless

		 	Name:	 	Bill McCanless
		 	Title:	 	Vice President & Secretary
	
	TENANT
	
	ESA LVP OPERATING LESSEE LLC
		
	By:	 	 /s/ Bill McCanless

		 	Name:	 	Bill McCanless
		 	Title:	 	Vice President & Secretary


 Operating Lease — LVP 







 EXHIBIT A 

MINIMUM RENT; MINIMUM RENT ALLOCATIONS 

(see attached) 








																													
	 Address
	 	Minimum
Rent — 2014	 	 	Minimum
Rent — 2015	 	 	Minimum
Rent — 2016	 	 	Minimum
Rent — 2017	 	 	Minimum
Rent — 2018	 	 	Minimum
Rent — 2019	 	 	Minimum
Rent — 2020	 
	 5050 — Houston Katy Freeway Energy Corridor
	 	$	197,000.00	  	 	$	203,000.00	  	 	$	209,000.00	  	 	$	215,000.00	  	 	$	221,000.00	  	 	$	228,000.00	  	 	$	235,000.00	  
								
	 5051 — Houston Sugar Land
	 	$	203,000.00	  	 	$	209,000.00	  	 	$	215,000.00	  	 	$	222,000.00	  	 	$	229,000.00	  	 	$	236,000.00	  	 	$	243,000.00	  
								
	 Aggregate
	 	$	400,000.00	  	 	$	412,000.00	  	 	$	424,000.00	  	 	$	437,000.00	  	 	$	450,000.00	  	 	$	464,000.00	  	 	$	478,000.00	  

  

																									
	 Address
	 	Minimum
Rent — 2021	 	 	Minimum
Rent — 2022	 	 	Minimum
Rent — 2023	 	 	Minimum
Rent – 2024	 	 	Minimum
Rent — 2025	 	 	Minimum
Rent — 2026	 
	 5050 — Houston Katy Freeway Energy Corridor
	 	$	242,000.00	  	 	$	249,000.00	  	 	$	256,000.00	  	 	$	264,000.00	  	 	$	272,000.00	  	 	$	280,000.00	  
							
	 5051 — Houston Sugar Land
	 	$	250,000.00	  	 	$	258,000.00	  	 	$	266,000.00	  	 	$	274,000.00	  	 	$	282,000.00	  	 	$	291,000.00	  
							
	 Aggregate
	 	$	492,000.00	  	 	$	507,000.00	  	 	$	522,000.00	  	 	$	538,000.00	  	 	$	554,000.00	  	 	$	571,000.00	  








 EXHIBIT B 

PROVISIONS RELATING TO EXCESS FF&E 

1. This Exhibit B is intended to insure that all of the rent payable under this Lease qualifies as “rents from real property” within
the meaning of Section 856(d) of the Code or any similar or successor provisions thereto. In furtherance of such purpose, the parties have agreed to the terms set forth in the following paragraphs of this Exhibit B with the objective that,
anything contained in this Lease to the contrary notwithstanding, the average of the fair market value of the items of “personal property” (within the meaning of Section 856(d)(1)(C) of the Code) that are leased to Tenant under a
lease at the beginning and at the end of any Fiscal Year shall not exceed 14% of the average of the aggregate fair market value of the Leased Property under such lease at the beginning and at the end of each such Fiscal Year as determined by the
Landlord pursuant to Section 856(d)(1)(c) (the “FF&E Limitation”). The provisions contained in the following paragraphs shall be interpreted in a manner consistent with the intent and objective described above (it being
understood that this paragraph constitutes a statement of the parties’ mutual intent only and that the failure to achieve such objective, absent any Default or Event of Default under the other paragraphs of this Exhibit B or any other
provisions of this Lease, shall not constitute a Default or an Event of Default hereunder). 
 2. If Landlord reasonably anticipates and
gives Notice (an “Excess FF&E Notice”) and reasonably satisfactory evidence to Tenant that the FF&E Limitation might be exceeded with respect to any Leased Property for any Fiscal Year, then Tenant shall, in accordance with
the provisions set forth below and within 60 days following the delivery of such Excess FF&E Notice, purchase from Landlord, or Landlord shall contribute to the capital of Tenant, those items or categories of FF&E to be acquired by Landlord
during such Fiscal Year which are designated in such Excess FF&E Notice as anticipated to cause Landlord to exceed the FF&E Limitation (“Excess FF&E”). If Tenant shall purchase such Excess FF&E from Landlord, then
the price shall be equal to the Excess FF&E FMV. 
 3. With respect to any Excess FF&E first received or purchased by Tenant
pursuant to the terms of this Exhibit B during a particular Fiscal Year, Tenant’s annual Rent obligations shall be reduced, because such Excess FF&E is no longer leased by Tenant, in the following manner (the “FF&E
Adjustment”): 
 (a) For the Fiscal Year in which such Excess FF&E is first placed in service by Tenant, such reduction shall
be in an amount (the “First Year FF&E Adjustment”) equal to the mathematical product of (i) the Market Leasing Factor for personal property with an average expected useful life corresponding to the weighted average expected
useful life (as determined in accordance with GAAP and rounded to the nearest whole year) of all Excess FF&E first placed in service by Tenant during such Fiscal Year (such weighted average, the “Applicable Expected Life”) times
(ii) the Excess FF&E Value of all Excess FF&E first placed in service by Tenant during such Fiscal Year times (iii) 110% times (iv) 50%; 

(b) For each subsequent Fiscal Year prior to the Fiscal Year in which the Applicable Expected Life for such Excess FF&E expires, such
reduction shall be in an amount equal to twice the First Year FF&E Adjustment; and 
 (c) For the Fiscal Year in which the Applicable
Expected Life for such Excess FF&E expires, such reduction shall be in an amount equal to the First Year FF&E Adjustment. 

  
 B-1 








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

  
 B-2 








 EXHIBIT C 

PROVISIONS RELATING TO PERCENTAGE RENT 

Percentage Rent for any Fiscal Year shall equal the sum of: 

(a) the product of (i) all Gross Revenues for such Fiscal Year in excess of the Tier 1 Threshold but less than or equal to the Tier 2
Threshold and (ii) the Tier 1 Percentage; plus 
 (b) the product of (i) all Gross Revenues for such Fiscal Year in excess of the
Tier 2 Threshold but less than or equal to the Tier 3 Threshold and (ii) the Tier 2 Percentage; plus 
 (c) the product of (i) all
Gross Revenues for such Fiscal Year in excess of the Tier 3 Threshold and (ii) the Tier 3 Percentage. 
 “Tier 1
Percentage” means fifty-four percent (54%). 
 “Tier 1 Threshold” means $1,200,000.00, increasing at a rate of two
percent (2%) per annum compounded annually for each fiscal year. 
 “Tier 2 Percentage” means sixty-five percent
(65%). 
 “Tier 2 Threshold” means $1,700,000.00, increasing at a rate of two percent (2%) per annum compounded
annually for each Fiscal Year. 
 “Tier 3 Percentage” seventy-six and one-half percent (76.5%). 

“Tier 3 Threshold” means $3,450,000.00, increasing at a rate of two percent (2%) per annum compounded annually for each
Fiscal Year. 
 “Thresholds” means each of the Tier 1 Threshold, Tier 2 Threshold, and the Tier 3 Threshold. 

  
 C-1 








 EXHIBIT D 

TRADEMARK LICENSE AGREEMENTS 
 Trademark License
Agreement, dated as of December 31, 2013, between ESH Strategies Branding LLC and ESA LVP Operating Lessee LLC. 

  
 D-1