---

Pool 9














LEASE
AGREEMENT








Among





each
Owner listed on Schedule AA attached hereto with respect to


the
related Project





as
Landlord








and








UNIVERSAL
COMMERCIAL CREDIT LEASING III, INC.,


a
Delaware corporation





as
Tenant














LEASE
AGREEMENT





THIS LEASE AGREEMENT, dated as of April
3 0,1998 (this "Lease"), is made and
entered into among M-SIX PENVEST II BUSINESS TRUST, a Delaware business trust,
and each other Owner listed on Schedule AA hereto through which it directly or
indirectly owns its interests in a Project (together with their respective
successors and assigns, herein called "Landlord", either
individually or collectively as appropriate in the context used) having an
address at C/o U.S. Realty Advisors, LLC, 1370 Avenue of the Americas, 29th
Floor, New York, New York 10019, and UNIVERSAL COMMERCIAL CREDIT LEASING III,
INC., a Delaware corporation(together with its successors and assigns, herein
called "Tenant"), having an
address at 3 00 Delaware Avenue, Suite 571, Wilmington, Delaware
19801.





ARTICLE
1.





1.1           Lease of Premises; Title and
Condition.





(a)           In
consideration of the rents and covenants herein stipulated to be paid and
performed by Tenant and upon the terms and conditions herein specified, Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord, the premises
(the "Premises")
consisting of:





(i)  each of
those certain parcels of land more particularly described on Schedule A, attached
hereto and made a part hereof, together with all of the Landlord's right, title
and interest, if any, in and to (1) all easements, rights-of-way, appurtenances,
and other rights and benefits belonging to each of the parcels of land, and (2)
all public or private streets, roads, avenues, alleys, or passageways, open or
proposed, on or abutting each of the parcels of land, and any award made or to
be made in lieu thereof (collectively, the "Land");
and





(ii)           all
buildings located on the Land, together with all plumbing, electrical,
ventilating, heating, cooling, lighting and other utility systems, equipment,
ducts and pipes attached to or comprising a part thereof (the "Improvements");
and





(iii)           all
furnaces, boilers, machinery, motors, compressors, elevators, fittings, piping,
conduits, ducts, air conditioners, partitions, mechanical, electrical and HVAC
systems and apparatus of every kind and all other fixtures, equipment and other
personalty owned by Landlord and located on, attached, affixed or incorporated
into the Land and Improvements including, without limitation, all seating,
tables, beds, draperies, cabinetry, chairs, mirrors, nightstands, furniture,
furniture accessories, bathroom accessories, floor coverings, curtains,
lighting, appliances, lighting fixtures, tableware, table accessories, kitchen
and laundry equipment, audio-visual equipment, wall decorations, office
furniture, office and conference accessories, television wiring and jacks, and
other miscellaneous furniture, fixtures and equipment now or hereafter located
on the Land and used in the operation of the Improvements, including, without
limitation, all replacements thereof (the "FF&E").





Notwithstanding
anything to the contrary in the foregoing, the Premises and the FF&E shall
not include Tenant's or any sublessee's tradenames or trademarks or the right to
use the same, Tenant's or any sublessee's reservation system, Tenant's or any
sublessee's proprietary computer software and Tenant's or any sublessee's
telephone and wiring system (collectively, the "Tenant's Personal
Property"),
which shall remain the property of Tenant, or its affiliates, as the case may
be. Each parcel of Land, together with the Improvements and FF&E located
thereon is sometimes referred to as a "Project". In
addition, Tenant may from time to time own or hold under lease from persons
other than Landlord, Tenant's Personal Property and personal property located on
or about the Land and Improvements that are not subject to this
Lease.





The
Premises are leased to Tenant in their present condition without representation
or warranty by Landlord and subject to the rights of parties in possession, to
the existing state of title and any state of facts which an accurate survey or
physical inspection might reveal, to all applicable Legal Requirements (as
hereinafter defined) now or hereafter in effect and subject to those matters
listed in Schedule
B, attached hereto and made apart hereof (the "Permitted
Exceptions").





(b)           Tenant
has examined the Premises and title to the Premises and has found all of the
same satisfactory for all purposes. Tenant acknowledges that Tenant is fully
familiar with the physical condition of the Premises and that the Landlord makes
no representation or warranty, express or implied, with respect to same. THE
LEASE OF THE PREMISES IS ON AN "AS IS" BASIS, IT BEING AGREED THAT TENANT WILL
LEASE THE PREMISES IN THEIR PRESENT CONDITION, WITH ALL FAULTS. LANDLORD HEREBY
DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PREMISES OR ANY COMPONENT
PART THEREOF. Tenant acknowledges and agrees that no representations or
warranties have been made by Landlord, or by any person, firm or agent acting or
purporting to act on behalf of Landlord, as to (i) the presence or absence on or
in the Premises of any particular materials or substances (including, without
limitation, asbestos, hydrocarbons or hazardous or toxic substances), (ii) the
condition or repair of the Premises or any portion thereof, (iii) the value,
expense of operation or income potential of the Premises, (iv) the accuracy or
completeness of any title, survey, structural reports, environmental audits or
other information provided to Tenant by any third party contractor relative to
the Premises (regardless of whether the same were retained or paid for by
Landlord), or (v) any other fact or condition which has or might affect the
Premises or the condition, repair, value, expense of operation or income
potential thereof. Tenant represents that the officers of Tenant are
knowledgeable and experienced in the leasing of properties comparable to the
Premises and agrees that Tenant will be relying solely on Tenant's inspections
of the Premises in leasing the Premises. THE PROVISIONS OF THIS PARAGRAPH HAVE
BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY THE
LANDLORD OF, AND THE LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY
THE LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES OR ANY PORTION
THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER
LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND
ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.





1.2           Use. Tenant may use
the Premises for any lawful purpose. Landlord and its agents and designees may
enter upon and examine the Premises at reasonable times, subject to the
provisions of Section 10.16. In no event shall any Project or any portion
thereof be used for any purpose which violates any of the provisions of this
Lease, including but not limited to, provisions with respect to compliance with
Legal Requirements (as defined in Section 2.2(b) hereof) and other recorded
covenants, restrictions or agreements which are applicable to any Project or to
a shopping center, if any, of which a Project is a part. Tenant shall not use,
occupy or permit any Project to be used or occupied, nor do or permit anything
to be done in or on a Project in a manner which would (i) violate any
certificate of occupancy or equivalent certificate affecting any of the Projects
or violate any zoning or other law, ordinance or regulation, (ii) make void or
voidable any insurance then in effect with respect to any of the Projects, (iii)
materially and adversely affect in any manner the ability of Tenant to obtain
fire and other insurance which Tenant is required to furnish hereunder, (iv)
cause any injury or damage to the Improvements which is not repaired in
accordance with the provisions of this Lease, or (v) constitute a public or
private nuisance or waste; provided that all of the foregoing shall be qualified
to the extent otherwise provided elsewhere in this Lease. Tenant shall not
conduct its business operation in any Project unless and until (and only during
such time as) all necessary certificates of occupancy, permits, licenses and
consents from any or all appropriate governmental authorities applicable to such
Project have been obtained by Tenant, at Tenant's sole cost and expense, and are
in full force and effect.





1.3           Terms. The Premises
are leased for a primary term of twenty-one (21) years (the "Primary Term"), and,
at Tenant's option, for up to two (2) ten (10) year consecutive additional terms
(the "Extended
Terms,"), unless and until the term of this Lease shall expire or be
terminated pursuant to any provision hereof. The Primary Term and each Extended
Term (collectively, the "Term") shall
commence and expire on the dates set forth in Schedule C attached
hereto and made a part hereof. So long as no Event of Default (as hereinafter
defined) shall have occurred and be continuing, Tenant may elect to exercise its
option to extend the term of this Lease for an Extended Term by giving written
notice thereof to Landlord not later than (i) October 31, 2016, with respect to
the first Extended Term, and (ii) April 30, 2028, with respect to the second
Extended Term. Each notice of election to extend the term of this Lease given in
accordance with the provisions of this Section 1.3 shall automatically extend
the term of this Lease for the Extended Term selected, without further writing;
provided, however, either party, upon request of the other, shall execute and
acknowledge, in form suitable for recording, an instrument confirming any such
extension. Each Extended Term shall be upon the same terms as provided in this
Lease for the Primary Term, except as otherwise stated herein. Tenant shall not
be entitled to extend the term of this Lease for any Extended Term unless Tenant
shall have extended the term of this Lease for the preceding Extended Term, if
any. Tenant shall not be allowed to exercise an option to extend with respect to
individual Projects, but may only exercise such option with respect to all
Projects covered by this Lease at the time of such exercise.





1.4           Rent.





(a) Tenant shall pay to Landlord by
federal funds wire transfer in immediately available funds (in U.S. Dollars) as
basic rent for the Premises the amounts set forth in Schedule D attached
hereto and made a part hereof (the "Basic Rent") on the
dates set forth therein (or if any such date falls on a day which is not a
Business Day (as hereinafter defined), the next succeeding Business Day, the
"Payment
Dates"), to the following account:





ABA No. 071000505


LaSalle Chgo/M-Six Penvest II
Business Trust/AC-2090067


Further Credit Account No.
67-7930-901


Attn: Cash Collateral
Management X47304





or to
such other account or to such address or to such other person as Landlord from
time to time may designate. In addition, during all Extended Terms, the Basic
Rent shall be as set forth in Schedule D,. A "Business Day" is
defined as any day other than a Saturday or Sunday or other day on which the
banks in New York, New York are authorized or required to be
closed.





(b)            All
taxes, costs, expenses and amounts which Tenant is required to pay pursuant to
this Lease (other than Basic Rent), together with every fine, penalty, interest
and cost which may be added for non-payment or late payment thereof, shall
constitute additional rent ("Additional Rent").
If Tenant shall fail to pay any such Additional Rent or any other sum due
hereunder when the same shall become due, Landlord shall have all rights, powers
and remedies with respect thereto as are provided herein or by law in the case
of non-payment of any Basic Rent and shall, except as expressly provided herein,
have the right to pay the same on behalf of Tenant. Tenant shall pay to Landlord
interest, at a rate (the "Rate") equal to the
default rate of interest per annum on Landlord's financing of the Premises which
is secured by a first mortgage lien on Landlord's interest in the Premises (but
in no event shall the Rate exceed the maximum amount permitted by law), on all
overdue Basic Rent, all overdue Additional Rent and all other stuns due
hereunder, in each case, from the due date thereof until paid. In addition, if
Tenant fails to make any payment of Basic Rent, Additional Rent or other sums
payable hereunder to Landlord within two (2) Business Days after delivery of
written notice to Tenant that any such Basic Rent, Additional Rent, or other sum
payable hereunder has not been paid on the due date thereof, Tenant shall pay a
late charge equal to four percent (4%) of the amount past due. Tenant shall
perform all its obligations under this Lease at its sole cost and expense, and
shall pay all Basic Rent, Additional Rent and any other sum due hereunder when
due and payable, without offset, notice or demand.





ARTICLE
2.





2.1           Net
Lease.





(a)           This
Lease is a net lease and, any present or future law to the contrary
notwithstanding, shall not terminate except as otherwise expressly provided
herein, nor shall Tenant be entitled to any abatement, reduction (except as
otherwise expressly provided herein), diminution (except as otherwise expressly
provided herein), set-off, counterclaim, defense (except for the defense that
the performance or payment has been made) or deduction with respect to any Basic
Rent, Additional Rent or other sums payable hereunder, nor shall Tenant be
excused from the performance of its obligations hereunder, by reason of: any
damage to or destruction of any or all of the Projects or any portion thereof;
any defect in the condition, design, operation or fitness for use of any or all
of the Projects or any portion thereof; any taking of any or all of the Projects
or any part thereof by condemnation or otherwise; any prohibition, limitation,
interruption, cessation, restriction or prevention of Tenant's use, occupancy or
enjoyment of any or all of the Projects, or any interference with such use,
occupancy or enjoyment by any person; any eviction by paramount title or
otherwise; any default by Landlord hereunder or under any other agreement; the
impossibility or illegality of performance by Landlord, Tenant or both; any
action of any governmental authority (including, without limitation, changes in
Legal Requirements); construction on or renovation of any or all of the
Projects; or any failure in any or all of the Projects to comply with applicable
laws, Legal Requirements, or any other cause whether similar or dissimilar to
the foregoing. All costs, expenses and obligations of every kind and nature
whatsoever relating to the Premises and the appurtenances thereto and the use
and occupancy thereof which may arise or become due and payable with respect to
the period which ends on the expiration or earlier termination of the Term in
accordance with the provisions hereof (whether or not the same shall become
payable during the Term or thereafter) shall be paid by Tenant except as
otherwise expressly provided herein. It is the purpose and intention of the
parties to this Lease that the Basic Rent, Additional Rent and other sums
payable to Landlord hereunder shall be absolutely net to Landlord and that this
Lease shall yield, net to Landlord, the Basic Rent, Additional Rent, and other
sums payable to Landlord as provided in this Lease. The parties intend that the
obligations of Tenant hereunder shall be separate and independent covenants and
agreements and shall continue unaffected unless such obligations shall have been
modified or terminated pursuant to an express provision of this
Lease.





(b)           Tenant
shall remain obligated under this Lease in accordance with its terms and shall
not take any action to terminate, rescind or avoid this Lease, notwithstanding
any bankruptcy, insolvency, reorganization, liquidation, dissolution or other
proceeding affecting Landlord or any action with respect to this Lease which may
be taken by any trustee, receiver or liquidator or by any court.





(c)           Except
as otherwise expressly provided herein, Tenant waives all rights to terminate or
surrender this Lease, or to any abatement or deferment of Basic Rent, Additional
Rent or other sums payable hereunder.





2.2           Taxes and Assessments;
Compliance with Law.





(a)            Subject
to Tenant's right to contest pursuant to Section 2.6 of this Lease, Tenant shall
pay, prior to delinquency, all "Impositions", which
are defined as: (i) all taxes (including, without limitation, those described in
(iii) below), assessments (including, without limitation, all assessments for
public improvements or benefits, whether or not commenced or completed prior to
the date hereof and whether or not commenced or completed within the term of
this Lease), excises, levies, fees (including, without limitation, license,
permit, inspection, authorization and similar fees), water and sewer rents and
charges, ground lease rents, and all other governmental charges, general and
special, ordinary and extraordinary, foreseen and unforeseen, and any interest
and penalties thereon which are, at any time prior to or during the Primary Term
or any Extended Term hereof, imposed or levied upon or assessed against or which
arise with respect to (A) the Premises, (B) any Basic Rent, Additional Rent or
other sums payable hereunder, (C) this Lease or the leasehold estate hereby
created or (D) the operation, possession or use of the Premises; (ii) all gross
receipts or similar taxes (i.e., taxes based upon gross income which fail to
take into account deductions with respect to depreciation, interest, taxes or
ordinary and necessary business expenses, in each case relating to the Premises)
imposed or levied upon, assessed against or measured by any Basic Rent,
Additional Rent or other sums payable hereunder; (iii) all sales (including
those imposed on lease rentals), value added, ad valorem, gross receipts, use
and similar taxes at any time levied, assessed or payable on account of the
acquisition, ownership, leasing, operation, possession or use of the Premises;
(iv) all transfer, recording, stamp and real property gain taxes incurred upon
the sale or transfer, or other disposition of the Premises or any interest
therein to Tenant or the foreclosure of the Premises, (v) all offers, claims and
demands of mechanics, laborers, materialmen and others which, if unpaid, might
create a lien on the Premises, (vi) all charges of utilities, communications and
similar services serving the Premises, and (vii) any other tax relating to the
Premises resulting from any law enacted or adopted or amended after the date of
this Lease imposed on Landlord pursuant to the Indenture (as hereinafter
defined). Notwithstanding the above, Tenant shall not be required to pay any
franchise, estate, inheritance, transfer, net income or similar tax of Landlord
(other than any tax referred to in clause (ii) above) unless such tax is
imposed, levied or assessed in substitution for any other tax, assessment,
charge or levy which Tenant is required to pay pursuant to this Section 2.2(a).
Subject to Tenant's right to contest pursuant to Section 2.6 of this Lease,
Tenant will furnish to Landlord, within 30 days after the due date thereof,
proof of payment of all Impositions. If any such Imposition may legally be paid
in installments, Tenant may pay such Imposition in installments; in such event,
Tenant shall be liable only for installments which become due and payable during
the Primary Term and any Extended Term hereof. Tenant and Landlord acknowledge
that, in connection with Landlord's acquisition of the Projects, Landlord and
Seller, as defined in Section 3.1, have obtained certain resale certificates as
described on Schedule
I attached hereto and made a part hereof which have exempted Seller,
Landlord and Tenant from the payment of sales taxes in connection with the
transfer of personal property from Seller to Landlord, and the lease thereof to
Tenant. Without limiting the generality of the provisions of this Section
2.2(a), Tenant hereby agrees that if any sales taxes (or penalties or interest
thereon) are imposed as a result of the transfer of personal property to
Landlord or the lease of the same by Landlord, Tenant shall be responsible for
the payment of such taxes, penalties and interest. Tenant hereby agrees to
indemnify Landlord and to hold Landlord harmless from and against any and all
reasonable third party costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred by Landlord as a result of any claim that
such sales taxes are due and owing.





(b)           Tenant
shall comply with and cause each of the Projects to comply with and shall assume
all obligations and liabilities with respect to (i) all laws, ordinances and
regulations, and other governmental rules, orders and determinations presently
in effect or hereafter enacted, made or issued, both foreseen and unforeseen and
ordinary and extraordinary applicable to the applicable Project or the
ownership, operation, use or possession thereof and (ii) all contracts
(including, but not limited to, insurance policies (including, without
limitation, to the extent necessary to prevent cancellation thereof and to
insure full payment of any claims made under such policies)), agreements,
covenants, conditions and restrictions now or hereafter applicable to each
Projector the ownership, operation, use or possession thereof (collectively,
"Legal
Requirements"), including but not limited to all such Legal Requirements,
contracts, agreements, covenants, conditions and restrictions which require
structural, unforeseen or extraordinary changes. Notwithstanding the foregoing,
Legal Requirements shall not include any contracts, agreements, covenants,
conditions or restrictions applicable to a Project which are hereafter
voluntarily entered into by Landlord without the consent or approval of Tenant
(which approval shall not be unreasonably withheld or delayed), unless Landlord
is required to enter into such contract, agreement, covenant, condition or
restriction by any governmental or quasi-governmental entity. Tenant's failure
to comply with any such contract, agreement, covenant, condition or restriction
required by any governmental or quasi- governmental entity to be entered into by
Landlord shall not constitute a default by Tenant hereunder prior to Tenant's
receipt of notice or knowledge thereof.





2.3           Liens. Subject to
Tenant's right to contest pursuant to Section 2.6 of this Lease, Tenant will
promptly remove and discharge any charge, lien, security interest or encumbrance
upon any Project or any Basic Rent, Additional Rent or other sums payable
hereunder which arise for any reason, including all liens which arise out of the
possession, use, occupancy, construction, repair or rebuilding of a Project or
by reason of labor or materials furnished or claimed to have been furnished to
Tenant or for any Project, but not including (i) the Permitted Exceptions, and
(ii) any mortgage, charge, lien, security interest or encumbrance created by
Landlord without the consent of Tenant (it being agreed that the Indenture for
purposes of this sentence will be deemed to have been created without the
consent of Tenant). Nothing contained in this Lease shall be construed as
constituting the consent or request of Landlord, express or implied, to or for
the performance by any contractor, laborer, materialman, or vendor of any labor
or services or for the furnishing of any materials for any construction,
alteration, addition repair or demolition of or to any Project or any part
thereof which would result in any liability of the Landlord for the payment
therefor. Notice is hereby given that Landlord will not be liable for any labor,
services or materials furnished or to be furnished to Tenant, or to anyone
holding an interest in any of the Projects or any part thereof through or under
Tenant, and that no mechanic's or other liens for any such labor, services or
materials shall attach to or affect the interest of Landlord in and to a
Project.





2.4           Indemnification.
Tenant shall defend all actions against any of (i) Landlord, (ii) any owner,
beneficial owner, trustee, partner, member, officer, director, shareholder or
agent of Landlord, and of any of Landlord's partners or members, and (iii) the
holder of any indebtedness of Landlord secured by a mortgage, deed of trust or
other security interest in the Premises, including without limitation, Lender
(as hereinafter defined), or any owner, beneficial owner, partner, member,
officer, director, shareholder, or agent of any such holder, including without
limitation, Lender, (iv) together with their respective successors and assigns
(herein, collectively, "Indemnified
Parties") with respect to, and shall pay, protect, indemnify and save
harmless the Indemnified Parties from and against, any and all liabilities,
losses, damages, costs, expenses (including reasonable attorneys' fees and
expenses), causes of action, suits, claims, demands or judgments of any nature
(but specifically excluding claims resulting from the gross negligence or
willful misconduct of an Indemnified Party, subject to the provisions of Section
10.18(b) and excluding consequential or punitive damages assessed against
Landlord as a result of the commission of an overt act by Landlord constituting
gross negligence or willful misconduct, subject to the provisions of Section
10.18(b)) (a) to which any Indemnified Party is subject because of Landlord's
estate in any Project or the receipt of any of Basic Rent or Additional Rent
hereunder or (b) arising from (i) any accident, injury to or death of any person
or loss of or damage to property occurring in, on or about any Project or
portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or
ways; (ii) any use, non-use or condition in, on or about, or possession,
alteration, repair, operation, maintenance or management of, any Project or any
portion thereof or on the adjoining sidewalks, curbs, parking areas, streets or
ways; (iii) any failure on the part of Tenant to perform or comply with any of
the terms, covenants or conditions of this Lease or any other instrument,
contract, document or agreement to which Tenant is a party relating to the
Premises or any Project (a "Related Document"); (iv) any representation or
warranty made herein, in any certificate delivered in connection herewith or in
any other Related Document, or pursuant thereto, being false or misleading in
any material respect as of the date that such representation or warranty was
made; (v) performance of any labor or services or the furnishing of any
materials or other property in respect to any Project or any portion thereof,
(vi) any Imposition, including without limitation, any Imposition attributable
to the execution, delivery, filing or recording of any Related Document, this
Lease or memorandum thereof; (vii) any lien, encumbrance or claim arising on or
against any Project or any portion thereof under any Legal Requirement or
otherwise which Tenant is obligated to remove and discharge pursuant to
Section2.3 or any liability asserted against the Indemnified Parties with
respect thereto, (viii) the claims of any subtenants of all or any portion of
any Project or any Person acting through or under Tenant or otherwise acting
under or as a consequence of this Lease or any sublease, (ix) any act or
omission of Tenant or its agents, contractors, licensees, subtenants or
invitees, and (x)- any
contest referred to in Section 2.6.





2.5           Maintenance and
Repair.





(a)            Tenant
acknowledges that it has received the Premises in good order and repair. Tenant,
at itsown expense, will
maintain all parts of the Premises in good repair and condition (consistent with
standards of maintenance of national chains of limited service budget motels),
except for ordinary wear and tear, and will take all action and will make all
structural and non-structural, foreseen and unforeseen and ordinary and
extraordinary changes and repairs which may be required to keep all parts of the
Premises in good repair and condition. Landlord shall not be required to
maintain, repair or rebuild all or any part of the Premises. Tenant waives the
right to (i) require Landlord to maintain, repair or rebuild all or any part of
the Premises, or (ii) make repairs at the expense of Landlord pursuant to any
Legal Requirement, contract, agreement, covenant, condition or restriction set
forth in subsection 2.2(b)(ii), at any time in effect.





(b)           In
the event that all or any part of the Improvements shall encroach upon any
property, street or right-of-way adjoining or adjacent to any Project, or shall
violate the agreements or conditions affecting any Project or any part thereof,
or any Legal Requirements, or shall hinder, obstruct or impair any easement or
right-of-way to which a Project is subject, then, promptly after written request
of Landlord (unless such encroachment, violation, hindrance, obstruction or
impairment is a Permitted Exception) or of any person so affected, Tenant shall,
at its expense, either (i) obtain valid and effective waivers or settlements of
all claims, liabilities and damages resulting therefrom, or (ii) make such
changes, including alteration or removal, to the Improvements and take such
other action as shall be necessary to remove or eliminate such encroachments,
violations, hindrances, obstructions or impairments, provided that, if
Landlord's consent is required for such changes pursuant to this Lease,
Landlord's consent shall have been obtained, which consent shall not be
unreasonably withheld.





2.6           Permitted
Contests.





(a)           Tenant
shall not be required, nor shall Landlord have the right, to pay, discharge or
remove an Imposition, lien or encumbrance, or to comply with any Legal
Requirement applicable to the Premises or the use thereof, as long as no Event
of Default under this Lease shall have occurred and be continuing and Tenant
shall, in good faith, contest the existence, amount or validity thereof by
appropriate proceedings diligently pursued, and provided that (i) with respect
to a failure to pay such Imposition, lien or encumbrance or failure to perform
such Legal Requirement, Tenant shall have provided security as set forth in
Section 2.6(b), which shall be deposited with Landlord or, as required by the
Indenture, Lender prior to the commencement of such contest, (ii) Tenant shall
give Landlord prior written notice of Tenant's intent to contest such matter
(other than in connection with customary real property tax contests that require
payment in full of the contested tax as a condition to such contest), and (iii)
failing to pay such Imposition, lien or encumbrance or perform such Legal
Requirement will not (1) subject Landlord or Lender to any risk of criminal or a
material risk of civil penalties or fines or to any risk of prosecution for a
crime, (2) subject any Projector any part thereof to being condemned, vacated,
forfeited or otherwise impaired, (3) have the effect of interrupting or
preventing the collection of any contested amount or other realization of value
from any Project or any part thereof or interest therein, the Basic Rent,
Additional Rent or any other sumspayable hereunder or any
portion thereof to satisfy the claim, (4) subject any Project, any portion
thereof or interest therein, the Basic Rent, Additional Rent or any other sums
payable under this Lease or any portion thereof to satisfy the claim, (5)
subject any Project, any portion thereof or interest therein, the Basic Rent,
Additional Rent or any other sums payable under this Lease or any portion
thereof, to sale, forfeiture, interruption or loss by reason of such proceedings
or (6) affect the ownership, lease or occupancy of any Project or Landlord's
ability or right to exercise its remedies hereunder, or Lender's ability or
right to exercise its remedies under the Indenture, including without
limitation, foreclosure against the applicable Project; provided, further, that prior
to the date on which such Imposition or charge would otherwise have become
delinquent Tenant shall have given Landlord and Lender prior notice of such
contest. To the extent that the consent of Landlord is required with respect to
any contest of Tenant, Landlord agrees not to unreasonably withhold such
consent, Landlord agrees that Tenant shall be allowed to file appeals, protests,
contests and other matters described in this Section in the name of Landlord, if
necessary, provided that Tenant has complied with all of the provisions of this
Section 2.6 in connection with such matter.





(b)           Tenant
shall give such security (including a bond) as may be reasonably required by
Landlord or, as required by the Indenture, Lender to ensure ultimate payment of
such Imposition, lien or encumbrance and compliance with Legal Requirements and
to prevent any sale, forfeiture, interruption or loss of any Project or any
portion thereof, any Basic Rent, Additional Rent or other sums required to be
paid by Tenant hereunder, by reason of such nonpayment or noncompliance.
Notwithstandingthe preceding sentence, during such time as no Event of Default
shall have occurred and be continuing and either Tenant or a Guarantor (as
hereinafter defined) maintains an Investment Grade Rating (as hereinafter
defined), Tenant shall not be required to provide such security with respect to
a contest if the contest involves claims for less than $500,000 for any
particular Project and if claims for less than $1,000,000 are then being
contested for all Projects. Notwithstanding the first sentence of this section
(b), during such time as no Event of Default shall have occurred and be
continuing and neither Tenant nor any Guarantor maintains an Investment Grade
Rating (as hereinafter defined), Tenant shall also not be required to provide
such security with respect to a contest if the contest involves claims for less
than $100,000 for any particular Project and if claims for less than $500,000
are then being contested for all Projects.





ARTICLE
3.





3.1           Procedure Upon
Purchase.





(a)            If
Tenant shall purchase a Project or any portion thereof pursuant to this Lease,
Landlord shall convey or cause to be conveyed title thereto, the state of which
shall be at least as good as the state of title which existed in Landlord with
respect to Landlord's interests in the applicable Project on the date on which
this Lease commenced, except for liens and encumbrances created by, through,
under or with the consent of Tenant, and Tenant or its designee shall accept
such title, subject, however, to the condition of the applicable Project on the
date of purchase, the Permitted Exceptions, all liens and encumbrances created
by, through, under or with the consent of Tenant and all applicable Legal
Requirements, but free of the lien of the Indenture and of liens and
encumbrances resulting from acts of Landlord taken without the consent of
Tenant.





(b)            Upon
the date fixed for any purchase of any interests in a Project or any portion
thereof hereunder, Tenant shall, by wire transfer of immediately available
funds, pay to Landlord, or as Landlord may direct in writing, the purchase price
therefor specified herein, together with all Basic Rent, Additional Rent, the
Make Whole Premium (as hereinafter defined), if applicable, and other sums then
accrued or due and payable hereunder with respect to the applicable Project to
and including such date of purchase, and there shall be delivered to Tenant a
deed to or other conveyance of the interests in the applicable Project or
portion thereof then being sold to Tenant and any other instruments necessary to
convey the title thereto described in Section 3.1 (a) and to assign any other
property then required to be assigned by Landlord pursuant hereto. Tenant shall
pay, on an after-tax basis, (i) all charges incident to such conveyance and
assignment, including, without limitation, reasonable counsel fees, escrow fees,
recording fees, title insurance premiums, transfer taxes and all other
applicable taxes (other than any income or franchise taxes of Landlord) which
may be imposed by reason of such conveyance and assignment and the delivery of
said deed or conveyance and other instruments, (ii) all costs and expenses
incurred by Landlord in connection with a defeasance of all or any portion of
the indebtedness secured by the Indenture, including, without limitation,
reasonable attorneys' fees and expenses of Landlord, Lender and the Rating
Agencies (as hereinafter defined), any revenue, documentary stamp or intangible
taxes, or any other tax or charge due in connection with the transfer or
creation of the note or notes which evidence the indebtedness secured by the
Indenture or the defeased indebtedness, and (iii) all costs and expenses
associated with the release of the lien of the Indenture from the applicable
Project. Upon the completion of any purchase of an entire Project (but not of
any lesser interest than an entire Project) but not prior thereto (whether or
not any delay or failure in the completion of such purchase shall be the fault
of Landlord), this Lease shall terminate with respect to such Project, except
with respect to obligations and liabilities of Tenant hereunder, actual or
contingent, which have arisen on or prior to such completion of purchase. The
"Make Whole
Premium" shall have the meaning set forth in the Indenture, or if not
defined in the Indenture, shall mean the amount which Landlord is obligated to
pay in excess of outstanding principal and accrued interest in connection with a
prepayment or defeasance of the Indenture, which prepayment or defeasance arises
as a result of the event giving rise to the Make Whole Premium. To the extent
that the provisions of this Lease require Tenant to pay sums then accrued or due
and payable hereunder with respect to a Project on a Lease Termination Date (as
hereinafter defined) and such Lease Termination Date does not occur on the first
day of calendar month, such accrued amounts shall include all Basic Rent
allocated to the applicable Project (such amount to be determined by multiplying
the then annual Basic Rent by a fraction, the numerator of which is the amount
allocated to the applicable Project in Schedule G attached hereto and made a
part hereof, and the denominator of which is the aggregate amount allocated in
Schedule G to
all Projects then subject to this Lease) from and including the first day of the
calendar month during which such Lease TerminationDate occurs, through and
including such Lease Termination Date (allocated on a per diem basis based on a
360 day year for the annual Basic Rent and the actual number of days
elapsed).





(c)           In
the event that this Lease shall be terminated with respect to a particular
Project upon purchase of such Project by Tenant or upon rejection of a
Rejectable Offer (as hereinafter defined) or a Rej ectable Substitution Offer
(as hereinafter defined), the Basic Rent from and after the applicable Lease
Termination Date shall be adjusted to reflect the termination of the applicable
Project in the manner set forth in  Schedule E. attached
hereto and made a part hereof. In the event of the termination of this Lease
with respect to a particular Project as a result of a substitution, the Basic
Rent shall not be adjusted.





3.2           Condemnation and
Casualty.





(a)           General Provisions.
Subject to Tenant's rights to utilize or obtain the same in accordance with
Section 3.2(b) and Section 3.6, Tenant hereby irrevocably assigns to Landlord
any award, compensation or insurance payment to which Tenant may become entitled
by reason of Tenant's interest in the Premises (i) if the use, occupancy or
title of a Project or any part thereof is taken, requisitioned or sold in, by or
on account of any actual or threatened eminent domain proceeding or other action
by any person having the power of eminent domain ("Condemnation") or
(ii) if a Project or any part thereof is damaged or destroyed by fire, flood or
other casualty ("Casualty") (all
awards, compensations, and insurance payments on account of any Condemnation or
Casualty (net of any amounts applicable to Tenant's Personal Property are
hereinafter collectively called "Compensation"). In
the event of any Casualty, or in the event of a Condemnation or threatened
Condemnation with respect to a Project, Tenant shall give prompt written notice
thereof to Landlord (which notice shall set forth Tenant's good faith estimates
of the cost of repairing or restoring any damage or destruction caused thereby,
or, if Tenant cannot reasonably estimate the anticipated cost of restoration,
Tenant shall nonetheless give Landlord prompt notice of the occurrence of any
such Casualty or Condemnation, and will diligently proceed to obtain estimates
to enable Tenant to quantify the anticipated cost of such restoration, whereupon
Tenant shall promptly notify Landlord of such good faith estimate). Landlord
may, if it reasonably so elects, participate in any such proceeding or action to
negotiate, prosecute and adjust any claim for any Compensation, and Landlord
shall collect any such Compensation. Tenant shall pay all costs and expenses in
connection with each such proceeding, action, negotiation, prosecution and
adjustment. Notwithstanding Landlord's right to participate therein, Tenant
shall initiate, conduct and control any such proceeding, action, negotiation,
prosecution or adjustment, unless an Event of Default shall have occurred and be
continuing, in which event Landlord shall have the sole right to conduct and
control such proceedings, actions, negotiations, prosecutions and adjustments.
All Compensation shall be applied pursuant to the applicable provisions of
Article 3, and all such Compensation (less the reasonable costs and expenses of
Landlord, Tenant and Lender, if applicable, in collecting such Compensation), is
herein called the "Net
Proceeds".





(b)           Major Condemnation and Major
Casualty. If a Condemnation shall take more than 20% of the land area of
a Project or the Net Proceeds of such Condemnation shall be for an amount in
excess of $1,000,000, or if a Casualty shall affect more than 50% of the hotel
rooms in a Project, and any such event shall render such Project unsuitable for
restoration for continued use and occupancy in Tenant's business, or if such
Condemnation or Casualty shall otherwise render such Project unsuitable for
restoration for continued use and occupancy in Tenant's business and Tenant
shall provide evidence thereof reasonably acceptable to Landlord (herein, a
"Major
Casualty" and a "Major
Condemnation"), then Tenant shall, not later than thirty (30) days after
such Major Condemnation or Major Casualty, as the case may be, deliver to
Landlord (i) notice of its intention to terminate this Lease with respect to
such Project on the first Payment Date (herein, with respect to any termination
resulting from a Rejectable Offer or a Rejectable Substitution Offer, the "Lease Termination Date")
which occurs not less than 120 days and not more than 150 days after the
delivery of such notice (it being understood that in all events under this
Lease, the Lease Termination Date must be on a Payment Date) and (ii) a
certificate of Tenant describing the event giving rise to such termination and
stating that Tenant has determined in good faith that such Major Condemnation or
Major Casualty, as the case may be, has rendered the applicable Project
unsuitable for restoration for continued use and occupancy in Tenant's business,
and (iii) documentation to the effect that termination of this Lease with
respect to such Project will not be in violation of any agreement then in effect
with which Tenant is obligated to comply pursuant to this Lease. If the Lease
Termination Date occurs during the Primary Term, such notice must be accompanied
by either a Rejectable Offer or a Rejectable Substitution Offer, as described in
Section 3.3, in which event the provisions of such Section shall be
controlling.





3.3           Rejectable Offer and
Substitution.





(a)            In
the event of a Major Casualty or Major Condemnation during the Primary Term,
Tenant shall deliver to Landlord, no later than thirty (30) days after such
Major Casualty or Major Condemnation, (i) either (A) an irrevocable rejectable
written offer (the "Rejectable Offer")
to purchase Landlord's interest in the affected Project on the Lease Termination
Date for a price equal to the "Stipulated Loss
Value" as specified on Schedule F_ attached
hereto and made a part hereof, or (B) so long as no Event of Default shall have
occurred and be continuing, an irrevocable written offer (the "Rejectable Substitution
Offer") to substitute a Substitute Project (as hereinafter defined), for
the affected Project on the Lease Termination Date in accordance with Section
3.4, and (ii) a certificate from the president, the chief financial officer or
the treasurer of Tenant (herein, a "Responsible
Officer") which (A) describes the event(s) giving rise to the Major
Casualty or Major Condemnation, as the case may be, and (B) states that Tenant
has determined that such event has rendered such Project unsuitable for
restoration or for the continued use and occupancy in Tenant's business, and
(iii) if Tenant delivers a Rej ectable Substitution Offer, the following items
(herein, the "Substitution
Documents") (A) a description of the proposed Substitute Project, (B) a
current (as hereinafter defined) appraisal of the Replaced Project (as
hereinafter defined), performed in accordance with the criteria set forth in
Section 3.4, (C) a current appraisal of the proposed Substitute Project
performed in accordance with the criteria set forth in Section 3.4, (D) a
current title insurance commitment for the proposed Substitute Project
satisfying the requirements set forth in Section 3.4, (E) a current ALTA survey
for the proposed Substitute Project satisfying the requirements set forth in
Section 3.4, (F) a current Phase I Environmental Report for the proposed
Substitute Project satisfying the requirements set forth in Section 3.4, (G)
operating statements for the proposed Substitute Project for the previous three
years (or such shorter period of operation by Tenant or its Affiliate), and (H)
a current engineering report for the proposed Substitute Project satisfying the
requirements of Section 3.4. Within 90 days of the date Landlord receives the
items required to be delivered in (i), (ii) and (iii) above, as applicable, (X)
if Landlord receives a Rejectable Offer, Landlord shall deliver written notice
of its election to either accept or reject Tenant's Rejectable Offer (with a
failure to respond constituting an acceptance of such Rejectable Offer), and (Y)
if Landlord receives a Rejectable Substitution Offer, Landlord shall deliver
written notice of its election to either accept or reject the Rejectable
Substitution Offer (with a failure to respond constituting an acceptance of such
Rejectable Substitution Offer), provided that the Substitution (as hereinafter
defined) satisfies the conditions of Section 3.4 (it being specifically
understood that an acceptance of the Rejectable Substitution Offer shall not
constitute satisfaction of any of the conditions set forth in Section 3.4). Any
rejection by Landlord of a Rejectable Offer or Rejectable Substitution Offer
shall comply with and be accomplished in accordance with the provisions of
Section 3.5. In the event of an acceptance or deemed acceptance of a Rejectable
Offer, on the applicable Lease Termination Date, the applicable Project shall be
conveyed to Tenant or its designee in exchange for payment by Tenant to Landlord
of the applicable Stipulated Loss Value, together with all Basic Rent,
Additional Rent and other sums accrued or due and payable under this Lease with
respect to the applicable Project as of the applicable Lease Termination Date
(and, if an Event of Default has occurred and is continuing at the time of the
Rejectable Offer or on the applicable Lease Termination Date, together with a
Make Whole Premium). In the event of an acceptance or deemed acceptance of a
Rejectable Substitution Offer, on the applicable Lease Termination Date, the
Replaced Project shall (upon satisfaction of the conditions set forth in Section
3.4) be conveyed to Tenant or its designee in exchange for delivery of the
Substitute Project, and upon payment by Tenant to Landlord of all Basic Rent,
Additional Rent and other sums accrued or due and payable under this Lease with
respect to the applicable Project as of the Lease Termination Date. For purposes
of this Section 3.3, an appraisal, report, survey, environmental report,
operating statement, engineering report, or any other document permitted to be
delivered pursuant to this Section 3.3, shall be "current" if it is dated within
ninety (90) days prior to its delivery to Landlord.





(b)            In
the event that a Project becomes Economically Obsolete (as hereinafter deemed)
between May 1, 2008 and April 30, 2009, between October 1, 2014 and November 30,
2014 or between October 1st and November 30th of each lease year thereafter
(collectively, the "Obsolescence Election
Periods"), Tenant shall be allowed, provided that no Event of Default
shall have occurred and be continuing, to deliver to Landlord (but only during
such periods, and if not delivered during the Obsolescence Election Periods, the
rights under this Section shall be deemed to have been waived) (i) either (A) a
Rej ectable Offer to purchase Landlord's interest in the affected Project on the
Lease Termination Date for the Stipulated Loss Value applicable to such Project
as specified on Schedule F, plus an amount equal
to the Make Whole Premium relating to such affected Project, or (B) so long as
no Event of Default has occurred and is continuing, if Tenant so elects, a
Rejectable Substitution Offer to substitute a Substitute Project for the
affected Project on the Lease Termination Date in accordance with Section 3.4,
and (ii) a certificate from a Responsible Officer of Tenant which (A) describes
the event(s) giving rise to the Project becoming Economically Obsolete, (B)
states that Tenant has determined that the Project is Economically Obsolete, and
(C) states that Tenant shall not use such Project in Tenant's business for five
(5) years after the closing of the transfer of the Project (but Tenant may
continue to operate the Project other than as a Motel 6 for a period of three
(3) years after the closing, during which period Tenant is attempting to market
and dispose of the Project), and (iii) if Tenant delivers a Rejectable
Substitution Offer, the Substitution Documents. Within 90 days of the date
Landlord receives the items referenced in (i), (ii) and (iii) of this Section
3.3(b), as applicable, (X) if Landlord receives a Rejectable Offer, Landlord
shall deliver written notice of its election to either accept or reject Tenant's
Rejectable Offer (with a failure to respond constituting an acceptance of such
Rejectable Offer), and (Y) if Landlord receives a Rejectable Substitution Offer,
Landlord shall deliver written notice of its election to either accept or reject
Tenant's Rejectable Substitution Offer (with a failure to respond constituting
an acceptance of such Rejectable Substitution Offer), provided that the
Substitution satisfies the conditions of Section 3.4 (it being specifically
understood that an acceptance of the Rejectable Substitution Offer shall not
constitute satisfaction of any of the conditions set forth in Section 3.4). In
the event of an acceptance or deemed acceptance of a Rejectable Offer, on the
applicable Lease Termination Date, the applicable Project shall be conveyed to
Tenant or its designee in exchange for payment by Tenant to Landlord of the
applicable Stipulated Loss Value and Make-Whole Premium, together with all Basic
Rent, Additional Rent and other sums accrued or due and payable under this Lease
with respect to the applicable Project as of the Lease Termination Date. In the
event of an acceptance or deemed acceptance of a Rejectable Substitution Offer,
on the applicable Lease Termination Date, the applicable Project shall (upon
satisfaction of the conditions set forth in Section 3.4) be conveyed to Tenant
or its designee in exchange for delivery of the Substitute Project, and upon
payment by Tenant to Landlord of all Basic Rent, Additional Rent and other sums
accrued or due and payable under this Lease with respect to the applicable
Project as of the Lease Termination Date. "Economically
Obsolete" is defined as a Project having become uneconomic, obsolete or
surplus, or because of the occurrence of any of such events, having become
impracticable for Tenant's continued use and occupancy in Tenant's business, as
determined in good faith by Tenant and certified by a Responsible Officer of
Tenant in writing to Landlord, having exercised reasonable business judgment in
making its determination.





(c)            In
addition to the Substitution rights set forth above, during the term of this
Lease, Tenant shall be allowed, provided that no Event of Default shall have
occurred and be continuing, to make a Substitution pursuant to a Rejectable
Substitution Offer with respect to a maximum of two (2) Projects, provided that
Tenant complies with the provisions of this Section and the other provisions of
this Lease. In the event that Tenant shall desire to utilize such right, Tenant
shall deliver to Landlord (i) an irrevocable Rejectable Substitution Offer to
substitute a Substitute Project for the affected Project on the Lease
Termination Date in accordance with Section 3.4, and (ii) the Substitution
Documents. Within 90 days of the date Landlord receives the items referenced in
(i) and (ii) of this Section 3.3(c), Landlord shall deliver written notice of
its election to either accept or reject Tenant's Rejectable Substitution Offer
(with a failure to respond constituting an acceptance of such Rejectable
Substitution Offer), provided that the Substitution satisfies the conditions of
Section 3.4 (it being specifically understood that an acceptance of the
Rejectable Substitution Offer shall not constitute satisfaction of any of the
conditions set forth in Section 3.4). In the event of an acceptance or deemed
acceptance of a Rejectable Substitution Offer, on the applicable Lease
Termination Date, the Replaced Project shall (upon satisfaction of the
conditions set forth in Section 3.4) be conveyed to Tenant or its designee in
exchange for delivery of the Substitute Project, and Tenant shall pay all costs
and expenses associated therewith, as outlined herein with respect to any other
Substitution. In the event of a rejection of a Rej ectable Substitution Offer
with respect to a Project pursuant to this Section 3.3(c) which occurs after
November 1, 2000, Tenant shall have the right, but not the obligation, within
thirty (30) days of receiving notice of rejection of such Rejectable
Substitution Offer and provided that no Event of Default shall have occurred and
be continuing, to make a Rejectable Offer to purchase Landlord's interest in the
affected Project on the applicable Lease Termination Date for a price equal to
the Stipulated Loss Value as specified on Schedule F, plusan
amount equal to the Make Whole Premium relating to such affected Project. Within
90 days of the date Landlord receives such Rejectable Offer, Landlord shall
deliver written notice of its election to either accept or reject such
Rejectable Offer (with a failure to respond constituting an acceptance of such
Rej ectable Offer). In the event of an acceptance or deemed acceptance of such
Rejectable Offer, on the applicable Lease Termination Date, the applicable
Project shall be conveyed to Tenant or its designee in exchange for payment by
Tenant to Landlord of the applicable Stipulated Loss Value and Make-Whole
Premium, together with all Basic Rent, Additional Rent and other sums accrued or
due and payable under this Lease with respect to the applicable Project as of
the Lease Termination Date. Notwithstanding anything to the contrary provided
herein, if Tenant shall make a Rejectable Offer pursuant to this Section 3.3(c),
such Rejectable Offer shall be deemed to be one of the two Substitutions that
Tenant is permitted to make pursuant to this Section 3.3(c).





(d)            
In the event that Landlord receives a Rejectable Substitution Offer, Landlord
shall, within thirty (30) days after receipt of the Substitution Documents,
deliver to Tenant its written approval or disapproval of the matters contained
in the Substitution Documents, which approval shall not be unreasonably withheld
(with a failure to deliver notice constituting disapproval). An approval of the
Substitution Documents shall not constitute an acceptance of the Rejectable
Substitution Offer, and a disapproval of the Substitution Documents shall not
constitute a rejection of the Rejectable Substitution Offer. An acceptance or
rejection of the Rejectable Substitution Offer shall be accomplished only in
accordance with Sections 3.3(a) and 3.3(b) above. If Landlord approves of the
Substitution Documents (it being understood that such approval shall not
constitute satisfaction of the conditions set forth in Section 3.4, but such
approval shall estop Landlord from later objecting to items previously
specifically approved in writing, but not those items arising subsequent to such
approval), the parties shall proceed to Substitution, provided that Landlord
ultimately accepts the Rejectable Substitution Offer and provided that Tenant
ultimately satisfies the conditions of Section 3.4 for Substitution. If Landlord
disapproves of the Substitution Documents (or any portion thereof), Tenant shall
have thirty (30) days to cure any matter to which Landlord has objected. If
Landlord has not approved of such matter in writing within such thirty (30)
days, Tenant shall not be allowed to make the Substitution, and Tenant shall be
deemed to have made a Rej ectable Offer with respect to the applicable Project,
which Rej ectable Offer Landlord shall either accept or reject within 90 days
from the date of the initial Rejectable Substitution Offer (with a failure to
respond constituting an acceptance of such Rejectable Offer), and with the
closing for such Rej ectable Offer to occur on the date initially set forth the
Lease Termination Date. Notwithstanding the foregoing, if Landlord does not
approve of a matter relating to a Rejectable Substitution Offer made pursuant to
Section 3.3(c), a Rejectable Offer shall be made with respect to the applicable
Project solely at Tenant's election as provided in Section 3.3(c).





(e)            Tenant
agrees that so long as any portion of the note secured by the Indenture is
outstanding, Tenant shall deliver to Lender, concurrently with the delivery
thereof to Landlord, a copy of any Rejectable Offer or Rejectable Substitution
Offer, together with all items required to be delivered in connection therewith
and together with copies of all items required to be delivered pursuant to
Sections 3.3 and 3.4.





3.4           Substitution.





(a)            
In the event that Tenant has made (and Landlord has accepted or is deemed to
have accepted) a Rejectable Substitution Offer, as outlined in Section 3.3,
Tenant shall replace, on the Lease Termination Date (a "Substitution"), the
affected Project (the "Replaced Project")
with a property (the "Substitute Project")
having a Fair Market Value (as hereinafter defined), at least equal to that of
the Replaced Project (and in no event less than the Stipulated Loss Value of the
Replaced Project as of the Lease Termination Date) upon satisfaction of the
conditions set forth in this Section 3.4, and upon delivery to Landlord, if
applicable, (with a copy to any assignee of this Lease, including Lender) of a
certificate from a Responsible Officer of Tenant setting forth the determination
of Tenant as outlined in Section 3.3. In the case of a Substitution as a result
of a Major Casualty or Major Condemnation, the Fair Market Value of the Replaced
Project shall be determined as of the date which is immediately prior to such
Major Condemnation or Major Casualty (including, if construction is anticipated
or being accomplished at such time with respect to a Project, the appraised
value of the completed Project assuming that Completion of the Project has
occurred). In the case of a Substitution as a result of a Project becoming
Economically Obsolete, the Fair Market Value of the Replaced Project shall be
equal to the appraised value as of the date hereof (including, if construction
is anticipated or being accomplished at such time with respect to a Project, the
appraised value of the completed Project assuming that Completion of the Project
has occurred). In the case of a Substitution pursuant to Section 3.3(c), the
Fair Market Value of the Replaced Project shall be determined as of the date of
Substitution. Fee simple title to the Substitute Project must be conveyed to
Landlord (or, if directed by Landlord, an estate for years, together with a
remainder interest to any applicable remainderman) and Landlord will not accept
a ground lease. At the time of substitution, a Substitute Project must be an
operating Project which Tenant intends to continue to operate as a motel, and
must satisfy the other conditions set forth in this Section 3.4.





(b)            Notwithstanding
any contrary provision hereof (except as provided below with respect to
Rejectable Substitution Offers made under Section 3.3(c)), in the event that
Tenant has made (and Landlord has previously approved the Substitution Documents
and has accepted or is deemed to have accepted) a Rejectable Substitution Offer,
but Tenant fails to meet the conditions of Substitution set forth in Section
3.4(d) on or before the applicable Lease Termination Date, Tenant shall not be
allowed to make such Substitution. In such event, this Lease shall continue in
full force and effect, Tenant shall be deemed to have made a Rejectable Offer on
the initially-scheduled Lease Termination Date, and Landlord shall either accept
or reject such deemed Rejectable Offer no later than sixty (60) days after the
initially-scheduled Lease Termination Date. A failure by Landlord to either
accept or reject such deemed Rejectable Offer shall be deemed acceptance. The
Lease Termination Date in such event shall be the first Payment Date occurring
not less than thirty (30) days after acceptance or rejection of such deemed
Rejectable Offer. In the event that Tenant has made (and Landlord has previously
approved the Substitution Documents) a Rejectable Substitution Offer pursuant to
the provisions of Section 3.3(c), but Tenant fails to meet the conditions of
Substitution set forth in Section 3.4(d) on or before the applicable Lease
Termination Date, Tenant shall not be allowed to make such Substitution. In such
event, this Lease shall continue in full force and effect with respect to the
applicable Project.





(c)            The
term "Fair Market
Value" shall mean the value of a fee simple interest in the applicable
Replaced Project or Substitute Project, unencumbered by this Lease and any
Indenture (and in the condition required to be maintained pursuant to this
Lease) and determined at the time in question. If Landlord is in agreement with
the appraisals delivered by Tenant as a part of the Substitution Documents, such
appraisals shall be utilized to determine Fair Market Value. If Landlord gives
Tenant written notice of its disapproval of an appraisal delivered by Tenant (to
be delivered by Landlord within the thirty (30) day period referred to in the
second line of Section 3.3(d) above), Fair Market Value shall be determined in
accordance with the following procedure:





(i)           Within
thirty (30) days after the delivery of notice by Landlord invoking the
provisions of this Section, Landlord shall submit to Tenant an appraisal of the
Replaced Project and/or the Substitute Project, as applicable, prepared by an
appraiser who is both a member of the American Institute of Appraisers and
actively engaged in the appraisal of real property in the area where such
property is located; in addition, Landlord's appraiser and Tenant's appraiser
referred to in Section 3.3(a) shall jointly, within fifteen (15) days after
delivery of notice by Landlord invoking the provisions of this Section, choose a
third appraiser who is a member of the American Institute of Appraisers who
shall, within fifteen (15) days after appointment, choose one of the two
appraised values as the Fair Market Value. The Fair Market Value of the Replaced
Project and/or the Substitute Project, as determined by the foregoing
arbitration procedure, shall be binding upon both Tenant and Landlord. The fees
and expenses of the appraisers shall be borne by Tenant.





(ii)           The
appraisers shall not, in making their appraisal of the Replaced Project and the
Substitute Project, attribute any value to any of Tenant's Personal
Property.





(d)            In
the event that Tenant shall make a Rejectable Substitution Offer in compliance
with the provisions of Sections 3.3 and 3.4, and Landlord shall have accepted
such Rejectable Substitution Offer, Tenant shall be allowed to make such
Substitution, provided that all of the following conditions precedent are
satisfied in the reasonable judgment of Landlord and, as required by the
Indenture, Lender:





(i)          there
shall be no Event of Default at the time of the Rejectable Substitution Offer or
on the applicable Lease Termination Date;





(ii)          so
long as any portion of the loan secured by the Indenture (the "Loan") is
outstanding, Landlord shall request promptly and as soon thereafter as is
reasonably practicably obtain and deliver to Lender (at Tenant's expense) a
written confirmation from each of Duff & Phelps Credit Rating Co., Standard
& Poor's Rating Group, Fitch IBC A, Inc. and Moody's Investors Service Inc.
or any successor thereto, or any other nationally recognized credit rating
agency(ies) which is rating securities issued in connection with any
securitization which includes the Loan (the "Rating Agencies")
that such Substitution will not result in a withdrawal, downgrade or
qualification of the then current rating of any such securities which are in
effect immediately prior to the Substitution;





(iii)           so
long as any portion of the Loan is outstanding, Lender and the Rating Agencies
shall have received an opinion of counsel which, as required by the Indenture,
is acceptable to the Rating Agencies, stating that any securitization vehicle
formed in connection with a securitization which includes the Loan which has
elected to be treated as a "real estate mortgage investment conduit" within the
meaning of Section 860D of the Internal Revenue Code, as amended, ("REMIC") will
not fail to maintain such REMIC status as a result of such Substitution and that
the Substitution does not constitute a "significant modification" of the Loan
under Section 1001 of the Internal Revenue Code, as amended, or otherwise cause
a tax to be imposed on a "prohibited transaction" by any securitization vehicle
electing to be treated as a REMIC;





(iv)           so
long as any portion of the Loan is outstanding, Landlord and Lender shall have
received an opinion of counsel delivered by Tenant stating that the
certificates, opinions and other instruments which have been or are therewith
delivered to and deposited with Landlord and Lender or either thereof by Tenant
and by any Guarantor conform to the requirements of this Lease;





(v)           Tenant
shall have delivered to Landlord and Lender an appraisal of the Substitute
Project dated no more than ninety (90) days prior to the Substitution by an
appraiser which, as required by the Indenture, is acceptable to the Rating
Agencies, indicating a Fair Market Value of the Substitute Project that is equal
to or greater than the Fair Market Value of the Replaced Project determined in
accordance with Section 3.4(a) of this Lease and using substantially the same
methodology as used in the appraisal delivered to Lender in connection with the
origination of the Loan;





(vi)           Tenant
shall have delivered to Landlord and Lender a current as-built survey for the
Substitute Project satisfying the requirements set forth in Schedule H certified
to the title insurance company, to Landlord, and to Lender and its successors
and assigns, prepared by a professional land surveyor licensed in the state in
which the Substitute Project is located which, as required by the Indenture, is
acceptable to the Rating Agencies and which, as required by the Indenture, would
be reasonably satisfactory to a prudent lending institution making a loan
similar to the Loan. Such survey shall reflect the same legal description which
is included in the title insurance policy relating to such Substitute Project
and shall include, among other things, a metes and bounds description of the
real property comprising part of such Substitute Project. The surveyor's seal
shall be affixed to such survey, such survey shall show no encroachments or
violations of any setback requirements and shall certify that the surveyed
property is not located in a "one-hundred-year flood hazard area" (or, if the
surveyed property is located in a "one-hundred-year flood hazard area", flood
insurance in an amount equal to the full Replacement Cost of the Substitute
Project or the maximum amount available through National Flood Program or any
successor program, whichever is less, shall be provided if flood insurance is
available under the National Flood Insurance Act;





(vii)           Tenant
shall have delivered to Landlord and Lender a Phase I environmental report and,
if recommended under the Phase I environmental report, a Phase II environmental
report, which report must indicate that the Substitute Project contains no
Hazardous Substances, and is in compliance with all applicable Environmental
Laws and this Lease, and, as required by the Indenture, which is acceptable to
the Rating Agencies and which would be reasonably satisfactory to a prudent
lending institution making a loan similar to the Loan;





(viii)           Tenant
shall have delivered a policy of owner's title insurance from a title insurer
reasonably satisfactory to Landlord containing coverages and title exceptions
similar to those contained in the policy for the Replaced Project (it being
specifically understood that the title exceptions may only include casements
which do not interfere with any buildings, and in no event shall the title
exceptions include any use or other restrictions unless the same have been
approved by Landlord and, as required by the Indenture, Lender, in their sole
discretion), and a policy of lender's title insurance satisfying the
requirements of the Lender as set forth in the Indenture;





(ix)           Tenant
shall have delivered to Landlord and Lender valid certificates of insurance and
copies of related insurance policies indicating that the insurance requirements
set forth in this Lease have been satisfied with respect to the Substitute
Project and evidencing the payment of all premiums payable with respect thereto
for the existing policy period;





(x)           Tenant
shall have caused to be delivered to Landlord and Lender annual operating and
occupancy statements for the Substitute Project for the three (3) most recently
completed fiscal years and a current operating statement for the Substitute
Project, each certified to Landlord, to Lender and their respective successors
and assigns by Tenant as being true and correct and a certificate from Tenant
certifying that there has been no material adverse change in the financial
condition of the Substitute Project since the date of such operating
statements;





(xi)           
Tenant shall have delivered to Landlord and Lender a physical conditions
inspection report with respect to the Substitute Project which is reasonably
acceptable to Landlord and, as required by the Indenture, which is acceptable to
the Rating Agencies and which would be reasonably satisfactory to a prudent
lending institution making a loan similar to the Loan, and stating that the
Substitute Project and its use comply in all material respects with all
applicable Legal Requirements (including, without limitation, zoning,
subdivision and building laws) and that the Substitute Project is in good
condition and repair and free of damage and waste. If compliance with any Legal
Requirements is not addressed by such report, compliance shall be confirmed by
delivery to Landlord and Lender of a certificate of an architect licensed in the
state in which the Substitute Project is located, a letter from the municipality
in which such Substitute Project is located, a certificate of a surveyor that is
licensed in the state in which the Substitute Project is located (with respect
to zoning and subdivision laws), an ALTA 3.1 zoning endorsement to the title
insurance policies delivered pursuant to clause (viii) above (with respect to
zoning laws) or a subdivision endorsement to the title policies delivered
pursuant to clause (viii) above (with respect to subdivision laws). If such
physical condition report indicates that there are any items of deferred
maintenance in excess of $25,000, Tenant shall have deposited into escrow with
Lender, as required by the Indenture as long as any portion of the Loan is
outstanding and otherwise with Landlord, an amount equal to the deferred
maintenance in excess of such $25,000, together with an agreement to complete
such deferred maintenance within six months thereafter, subject to Force Majeure
(as hereinafter defined); provided, however, Tenant shall not be required to
escrow the deferred maintenance in excess of $25,000 as long as no Event of
Default shall have occurred and Guarantor is rated an Investment Grade
Rating.





(xii)           Landlord
shall have received, and Lender shall have received a copy of, a deed conveying
a fee estate in and to the Substitute Project to Landlord, or, if Tenant is so
directed by Landlord, an estate for years in the land portion of the Substitute
Project and fee title to the improvements located thereon to Landlord and a
remainder interest in the land portion of the Substitute Project to a
remainderman, and a letter from Landlord countersigned by a title insurance
company acknowledging receipt of such deed or deeds, as applicable, and agreeing
to record the same in the real estate records for the county in which the
Substitute Project is located, such deed or deeds containing the same types of
warranty as in the deed or deeds Landlord received for the Replaced Project
taking into account differing nomenclature in different states;





(xiii)           Tenant
shall have delivered to Landlord and Lender an amendment to this Lease (as of
the date of the Substitution) subjecting the Substitute Project to this Lease
and removing the Replaced Project from this Lease, together with a recordable
memorandum of this Lease in form reasonably acceptable to Landlord, and a
consent of Tenant acknowledging that this Lease, as so amended, has been
assigned to Lender in the same form as the consent of Tenant to the assignment
to Landlord of the Lease with respect to the Replaced Project;





(xiv)
T                      enant
shall have delivered to Landlord and Lender an amendment or supplement (as of
the date of Substitution) to the Guarantor's guaranty of this Lease, and to the
Residual Value Policy (as defined in the Indenture), executed by the appropriate
Guarantor and the Residual Value Insurer (as defined in the Indenture), and
confirming that each such guaranty and the Residual Value Policy, as amended or
supplemented, remains in full force and effect, and in the case of the Residual
Value Policy, subjecting the Substitute Project thereto and removing the
Replaced Project therefrom;





(xv)           Tenant
shall have delivered to Landlord and Lender an amendment to the Tripartite
Agreement, if any, among Tenant, Landlord and the owner of the remainder
interest in the Premises (as of the date of the Substitution) subjecting the
Substitute Project to such Tripartite Agreement and removing the Replaced
Project therefrom;





(xvi)           Tenant
shall have delivered to Landlord, Lender and the Rating Agencies a certification
by Tenant relating to the Substitute Project containing representations and
warranties as similar as possible to those made by Motel 6 Operating L.P. to
Landlord in that certain Purchase and Sale Agreement dated of even date
herewith, by and between Landlord, as purchaser, and Motel 6 Operating L.P., as
seller, relating to the Replaced Project and containing representations and
warranties with respect to documents delivered by Tenant in connection with the
Substitution which are as similar as possible to those made by Tenant to
Landlord and Lender in Tenant's Certificate, as defined in and delivered
pursuant to that certain Loan Agreement of even date herewith, between Landlord
and Lender (the "Loan
Agreement");





(xvii)           Tenant
shall have delivered, and shall have caused each Guarantor to deliver, to
Landlord, Lender and the Rating Agencies, a certificate which (1) confirms that
no Event of Default exists at the time of the Rejectable Substitution Offer or
on the applicable Lease Termination Date, (2) states that all conditions
precedent relating to such Substitution set forth in this Lease and, as required
by the Indenture, set forth in the Indenture, have been complied with, (3)
states that the representations and warranties contained in the closing
certificate delivered by it pursuant to the Loan Agreement and in any Operative
Documents (as defined in the Indenture and as amended in connection to the
Substitution) to which it is a party are true and correct in all material
respects on and as of the Lease Termination Date on which the Substitution is
concluded, with respect to itself, the Operative Documents to which it is a
party (including any amendment or supplement thereto in connection with such
Substitution) and the Substitute Project, and (4) contains such other
representations and warranties as Landlord or, as required by the Indenture,
Lender or the Rating Agencies, may require, provided that such other
representations and warranties are generally consistent with the representations
and warranties given in connection with the execution and delivery of the Lease.
If any such certificate cannot be given because it would be inaccurate, such
certificate shall disclose the inaccuracy of such representation and warranty
and such certificate shall be acceptable if the disclosure therein would be
reasonably satisfactory to a prudent lending institution making a loan similar
to the Loan. As required by the Indenture, any such certificate shall be in form
and substance satisfactory to the Rating Agencies;





(xviii)                      Tenant
shall have delivered to Landlord and Lender (1) updates certified by Tenant of
all organization documentation related to such entity and/or the formation,
structure, existence, good standing and/or qualification to do business of such
entity similar to that delivered to Lender in connection with the origination of
the Loan; (2) good standing certificates, or certificates of qualification to do
business in the jurisdiction in which the Substitute Project is located (if
required in such jurisdiction) and (3) evidence of the authority of such entity
to undertake the Substitution and any actions taken in connection with such
substitution;





(xix)           Tenant
shall have delivered, and shall have caused each Guarantor to deliver, to
Landlord, Lender and the Rating Agencies (1) an opinion or opinions of counsel
admitted to practice under the laws of the state in which the Substitute Project
is located, which counsel and which forms of opinion are acceptable to Landlord
and, as required by the Indenture, to the Rating Agencies and, as required by
the Indenture, which would be reasonably satisfactory to a prudent lending
institution making a loan similar to the Loan, stating that (A) the Operative
Documents entered into by Tenant or by such Guarantor delivered pursuant to this
Lease and the Indenture with respect to the Substitute Project are legal, valid,
binding and enforceable in accordance with their terms, subject to the laws
applicable to creditors' rights and equitable principles, and (B) that Tenant
and each Guarantor is qualified to do business in good standing under the laws
of the j uris diction where the Substitute Project is located or that such
entity is not required by applicable law to qualify to do business in such
jurisdiction, (2) an opinion of the respective counsel for Tenant and each
Guarantor acceptable to Landlord and, as required by the Indenture, to the
Rating Agencies and, as required by the Indenture, which would be reasonably
satisfactory to a prudent lending institution making a loan similar to the Loan
stating that the Operative Documents entered into by Tenant or by such Guarantor
with respect to the Substitute Project were duly authorized, executed and
delivered by such entity and that the execution and delivery of such Operative
Documents and the performance by such entity of its respective obligations
thereunder will not cause a breach of, or a default under, any agreement
document or instrument to which it is a party or to which it or its properties
are bound; and (3) as required by the Indenture, an opinion or counsel
acceptable to the Rating Agencies stating that the Substitution and the related
transactions do not constitute a fraudulent conveyance under applicable
bankruptcy and insolvency laws;





(xx)           Tenant
shall have delivered to Landlord and Lender such additional documents, similar
to those required in connection with the execution and delivery of this Lease
and the Indenture, as Landlord or, as required by the Indenture, Lender may
reasonably request or, as required by the Indenture, in such form as required by
the Rating Agencies, to enable them to determine compliance with the terms of
this Lease and the Indenture;





(xxi)           As
required by the Indenture, Tenant shall have caused Lender to receive such other
and further approvals, opinions, documents and information in connection with
the Substitution as the Rating Agencies may have requested;





(xxii)           All
reasonable expenses of Lender and, on an after-tax basis, all reasonable
expenses of Landlord shall be paid in connection with the Substitution,
including, without limitation, title charges, transfer tax charges, recording
charges, filing fees, taxes, mortgage and intangible taxes, documentary stamp
taxes and other related expenses, reasonable legal fees and expenses, appraisal
fees, survey costs, income taxes, if any, as a result of the Substitution, costs
for Phase I (and, if necessary, Phase II) environmental audits, and all other
costs necessary to provide documentation to Landlord and Lender meeting the
requirements of Sections 3.3 and 3.4 of this Lease with respect to Substitution
and at least equal to the documentation received by Landlord and Lender upon
acquisition of the original Premises and the financing thereof and as the Rating
Agencies may require. Tenant shall have paid all costs, expenses and fees, if
any, of the Rating Agencies incurred in connection with the
Substitution.





(xxiii)                      There
shall have delivered to Landlord and Lender the following with respect to the
Residual Value Insurer and the Residual Value Policy: (1) a certificate of the
Residual Value Insurer stating that the representations and warranties contained
in the closing certificate delivered by it pursuant to the Loan Agreement are
true an correct in all material respects on and as of the date on which the
Substitution is concluded with respect to itself and any amendment or supplement
to the Residual Value Policy in connection with such Substitution and containing
such other representations and warranties as lender or the Rating Agencies may
require, (2) an incumbency certificate with respect to the Residual Value
Insurer substantially in the form delivered in connection with the issuance of
the Residual Value Policy, and (3) an opinion of counsel of Residual Value
Insurer acceptable to the Rating Agencies stating that the amendment or
supplement to the Residual Policy delivered by Residual Value Insurer with
respect to the Substitute Project is duly authorized, executed and delivered by
the Residual Value Insurer and is legal, valid, binding and enforceable in
accordance with its terms, and that the execution and delivery thereof and
performance by the Residual Value Insurer of its obligations under the Residual
Value Policy in connection therewith will not cause a breach of, or default
under any agreement, document or instrument to which the Residual Value Insurer
is a party or by which it or its properties or bound and covering such other
matters as may be required by the Rating Agencies.





(e)           Upon
satisfaction of the conditions for Substitution set forth above, Landlord shall,
on the applicable Lease Termination Date, convey title to the Replaced Project
to Tenant subject only to the Permitted Exceptions (which shall not include any
mortgage created by Landlord) and any other liens, charges, restrictions or
encumbrances created by Tenant or any of its creditors, employees, contractors,
agents or created by Landlord pursuant to the express terms hereof or with
Tenant's consent, in exchange for the Substitute Project, which shall be
transferred to Landlord subject only to the encumbrances listed in the title
insurance policy referred to in Section 3.4(d) above.





(f)           
If a Substitute Project is substituted for a Replaced Project, the following
modifications shall be made to the Schedules: (i) the legal description for the
Substitute Project shall be substituted for the legal description of the
Replaced Project on Schedule A; (ii) the
Permitted Exceptions for the Substitute Project shall be substituted for the
Permitted Exceptions of the Replaced Project on Schedule B; (iii)
Schedule C
shall not be revised; (iv) Schedule D shall not
be revised; and (E) the Substitute Project shall be substituted for the Replaced
Project in Schedule
F, but the numbers in Schedule F shall not
be revised.





(g)           Upon
a Substitution, the lien of any Indenture shall be released from the Replaced
Project and recorded as a lien against the Substitute Project. In the event of
such a Substitution, on the applicable Lease Termination Date, the Net Proceeds,
if any, payable in connection with the Major Casualty or Major Condemnation (or
the right to receive the same when made if payment therefor has not yet been
made) shall, notwithstanding anything to the contrary contained in Section 3.2,
be assigned and/or turned over to the Tenant on the closing of the title for the
Substitute Project, provided that all amounts payable to Landlord in connection
with such a Substitution have been paid.





3.5           Rejection of Rejectable
Offer or Rejectable Substitution Offer.





(a)           If
the Landlord rejects a Rejectable Offer with respect to a particular Project by
a written notice given to the Tenant within the time period set forth in Section
3.3, then this Lease shall terminate on the Lease Termination Date with respect
to that Project (and the Basic Rent shall be reduced as set forth in Section
3.1(c)) and any Net Proceeds (other than those specifically relating to the
Tenant's Personal Property), if any, payable in connection with a Major Casualty
or Major Condemnation (or the right to receive the same when made if payment
therefor has not yet been made) shall be assigned or paid and belong to the
Landlord, and, in addition, the Tenant shall pay to the Landlord an amount equal
to any deductible or self insurance amount in effect under the policy or
policies insuring the risk relating to such Major Casualty or Maj or
Condemnation, all Basic Rent accrued as of such Lease Termination Date and all
other amounts then accrued or due and payable by the Tenant under this Lease
with respect to the applicable Project. During such time as an Indenture
encumbers a particular Project, no rejection of a Rejectable Offer with respect
to that Project shall be effective unless countersigned by the
Lender.





(b)           If
the Landlord rejects a Rejectable Substitution Offer with respect to a
particular Project by a written notice given to the Tenant within the time
period set forth in Section 3.3, then this Lease shall terminate on the Lease
Termination Date with respect to that Project (and the Basic Rent shall be
reduced as set forth in Section 3.1(c)) and, in addition, the Tenant shall pay
to the Landlord all Basic Rent accrued as of such Lease Termination Date and all
other amounts then accrued or due and payable by the Tenant under this Lease
with respect to the applicable Project. During such time as an Indenture
encumbers a particular Project, no rejection of a Rejectable Substitution Offer
with respect to that Project shall be effective unless countersigned by the
Lender. It is specifically understood that a failure to meet the conditions for
Substitution set forth in Section 3.4 is not a rejection of a Rejectable
Substitution Offer, but such failure shall be handled in accordance with the
provisions of Section 3.4(b).





3.6           Less than Major Condemnation
or Casualty.





(a)            If,
after a Condemnation or Casualty, Tenant is not permitted to give or, if
permitted, does not give notice of its intention to terminate this Lease with
respect to a particular Project as provided in Section 3.2 (and is not required
to give such notice pursuant to Section 3.2), then this Lease shall continue in
full force and effect and Tenant shall, at its expense, promptly rebuild,
replace or repair the Premises in conformity with the requirements of Sections
2.5 and 3.8 so as to restore the applicable Proj ect (in the case of
Condemnation, as nearly as practicable) to the condition and fair market value
thereof immediately prior to such occurrence (or if the Project was under
renovation at such time, to the condition and fair market value thereof at the
time of completion of renovation). Prior to any such rebuilding, replacement or
repair, Tenant shall deliver its reasonable estimate of the cost thereof, which
shall be subject to the approval of Landlord, which approval shall not be
unreasonably withheld (the cost approved by Landlord is referred to as the "Restoration
Cost").





(b) If
the repair constitutes a Material Alteration, the Restoration Cost must be
confirmed by an architect reasonably acceptable to Landlord (an "Architect"), and if
the Restoration Cost is more than the amount of Net Proceeds, the Tenant shall
(unless (x) no Event of Default shall have occurred and be continuing, (y) at
such time, and thereafter until completion of such Material Alterations, Tenant
or a Guarantor has a solicited long term unsecured debt rating of (i) BBB or
better by Standard & Poors Rating Group, or any successor thereto, (ii) Baa2
or better by Moody's Investors Service Inc., or any successor thereto (if Tenant
or a Guarantor then has a solicited long term unsecured debt rating by Moody's
Investors Service Inc., or any successor thereto), (iii) BBB or better by Fitch
IBCA, Inc., or any successor thereto (if Tenant or a Guarantor then has a
solicited long term unsecured debt rating by Fitch IBCA, Inc., or any successor
thereto), and (iv) BBB or better by Duff & Phelps Credit Rating Co., or any
successor thereto (if Tenant or a Guarantor then has a solicited long term
unsecured debt rating by Duff & Phelps Credit Rating Co., or any successor
thereto), herein, an "Investment Grade
Rating"), and (z) the Restoration Cost does not exceed the Net Proceeds
by more than $1,500,000 (as adjusted for changes in the consumer price index))
deliver or cause to be delivered to Landlord or, if required by the Indenture,
Lender (i) cash collateral in an amount equal to such excess, or (ii) an
unconditional, irrevocable, clean sight draft letter of credit, in form and
substance, and issued by a bank, acceptable to Landlord and, if required by the
Indenture, Lender, in their respective reasonable discretion, in the amount of
such excess, or (iii) a bond in form and from an institution reasonably
acceptable to Landlord and, if required by the Indenture, Lender, in the amount
of such excess; or (iv) evidence acceptable to Landlord and, if required by the
Indenture, Lender, that the excess has been expended in performing the
restoration work prior to any funds being drawn from the Net
Proceeds.





(c)           Tahe
Restoration Cost shall be paid first out of Tenant's own funds to the extent
that the Restoration Cost exceeds the Net Proceeds payable in connection with
such occurrence, after which expenditure Tenant shall be entitled to receive the
Net Proceeds, but only against certificates of Tenant (and lien releases and
other items generally and reasonably required in connection with disbursement of
construction loan or insurance proceeds) delivered to Landlord from time to time
as such work or rebuilding, replacement and repair progresses, each such
certificate describing the work for which Tenant is requesting payment and the
cost incurred by Tenant in connection therewith and stating that Tenant has not
theretofore received payment for such work. To the extent that the Indenture
requires that Tenant deliver its portion of the Restoration Costs to Lender (or
other security acceptable to Lender), Landlord hereby instructs Tenant to
deliver the same to Lender. In addition, in such event the Restoration Cost
shall be disbursed in accordance with the procedure set forth in Section 3.6(e)
below. If the Net Proceeds relate to a Casualty, any Net Proceeds remaining
after final payment has been made for such work and after Tenant has been
reimbursed for any portions it contributed to the Restoration Cost shall be
retained by Tenant. If the Net Proceeds relate to a Condemnation and the Net
Proceeds remaining after final payment for the work are less than $100,000, any
such Net Proceeds remaining after final payment has been made for such work and
after Tenant has been reimbursed for any portions it contributed to the
Restoration Cost shall be retained by Tenant and no adjustment shall be made in
the Basic Rent. If the Net Proceeds relate to a Condemnation and the Net
Proceeds remaining after final payment for the work and reimbursement of funds
contributed by Tenant to such Restorations Cost are $100,000 or more, Net
Proceeds in the amount of $100,000 shall be retained by Tenant and any excess
shall be retained by Landlord. In the event of any temporary Condemnation, this
Lease shall remain in full force and effect and so long as no Event of Default
shall have occurred and be continuing the Net Proceeds allocable to such
temporary Condemnation shall be paid to Tenant, unless such Net Proceeds from
temporary Condemnation are in excess of $500,000, in which event the amount of
such Net Proceeds in excess of $500,000 from temporary Condemnation shall be
delivered to Landlord or, if required by the Indenture, Lender, to be applied
towards the payment of Basic Rent as the same becomes due (with any balance
delivered to Tenant, except that such portion of the Net Proceeds allocable to
the period after the expiration or termination of the term of this Lease shall
be paid to Landlord). If the cost of any rebuilding, replacement or repair
required to be made by Tenant pursuant to this Section 3.6 shall exceed the
amount of such Net Proceeds, the deficiency shall be paid by Tenant. Tenant
shall not be entitled to disbursements of the Net Proceeds if an Event of
Default has occurred and is continuing.





(d)           The
Basic Rent and the Additional Rent payable under the provisions of this Lease
shall not be affected, altered or reduced by any Casualty or Condemnation
(except as specifically set forth in Section 3.1 with respect to a termination
of the Lease upon payment of the amounts required therein). Tenant's obligation
to continue to pay Basic Rent and Additional Rent shall continue notwithstanding
any such Condemnation or Casualty.





(e) If
the Restoration Costs are required to be held by Landlord or Lender pursuant to
this Lease, then, as long as the Indenture is outstanding, Landlord hereby
directs that such Net Proceeds shall be held by Lender and shall be paid out
from time to time to Tenant as the work progresses (less any cost to Lender or
Landlord of recovering and paying out such proceeds, including, without
limitation, reasonable attorneys', trustees' or escrow fees relating thereto and
costs allocable to inspecting the work and the plans and specifications
therefor), subject to each of the following conditions:





(i)           Each
request for payment shall be made on not less than ten (10) Business Days' prior
notice to Landlord and Lender, and shall be accompanied by an officer's
certificate (or if such work is being performed under the supervision of an
Architect, by a certificate of such Architect), stating (A) in the case of an
officer's certificate only, that no Event of Default exists hereunder, (B) that,
based upon an inspection of the applicable Project, all of the work completed
has been done in substantial compliance with the approved plans and
specifications, if required, (C) that the sum requested is validly required to
reimburse Tenant for payments by Tenant, or is validly due to the contractor,
subcontractors, materialmen, laborers, engineers, architects or other persons
rendering services or materials for the work (giving a brief description of such
services and materials), and that when added to all sums previously paid out by
Landlord or Lender, as the case may be, does not exceed the value of the work
done to the date of such certificate, (D) if the sum requested is to cover
payment relating to repair and restoration of personal property required or
relating to the applicable Project, that title to the personal property items
covered by the request for payment is vested in Landlord or Tenant, as
applicable, and (E) the remaining cost to complete such work and that the
remaining amount held by Landlord or Lender, as the case may be, (together with
any amounts contemporaneously deposited by Tenant with Landlord or Lender in
connection therewith) shall be sufficient to cover such cost of completion;
provided, however, that if such
certificate is given by an Architect, such Architect shall certify as to clause
(B) above, and Tenant shall certify as to the remaining clauses above, and
provided, further, that neither Landlord nor Lender shall be obligated to
disburse such funds if it determines, in its reasonable discretion, that Tenant
shall not be in compliance with this Section 3.6(e)(i). Additionally, each
request for payment shall contain a statement signed by Tenant approving both
the work done to date and the work covered by the request for payment in
question.





(ii)           Each
request for payment shall be accompanied by waivers of lien reasonably
satisfactory to Landlord and Lender covering that part of the work for which
payment or reimbursement has been made as of the date shown on the current
request and, if required by Landlord or Lender, a search prepared by a title
company or licensed abstractor, or by other evidence satisfactory to Landlord
and Lender that there has not been filed with respect to the applicable Project
any mechanics, or other lien or instrument for the retention of title relating
to any part of the work not discharged of record and such other contractors'
affidavits, plots of survey and evidence of cost, payment and performance as
Landlord or Lender may reasonably request and approve. Additionally, as to any
personal property covered by the request for payment, Landlord and Lender shall
be furnished with evidence of payment therefor and such further evidence
satisfactory to assure Lender of its valid first lien on and security interest
in the personal property.





(iii)           Landlord
and Lender, and their respective architects or duly authorized construction
representatives, shall have the right to inspect the work at all reasonable
times upon reasonable prior notice and may condition any disbursement of Net
Proceeds upon the satisfactory completion, as determined in the reasonable
discretion of Landlord and Lender, of any portion of the work for which payment
or reimbursement is being requested. Neither the approval by Lender or Landlord
of any required plans and specifications for the work nor the inspection by
Lender or Landlord of the work shall make Lender or Landlord responsible for the
preparation of such plans and specifications or the compliance of such plans and
specifications, or of the work, with any applicable Legal Requirement, covenant
or agreement.





(iv)           Net
Proceeds shall not be disbursed more frequently than once every thirty (30)
days. No disbursement made prior to final completion of any item of work shall
cause the aggregate amount disbursed with respect to such item of work to exceed
90% of the value of the portion of such item of work which has been completed
if, at the time of such disbursement, (x) an Event of Default has occurred and
is continuing, or (y) neither Tenant nor Guarantor has an Investment Grade
Rating.





(v)           So long as
an Event of Default shall have occurred and be continuing, Landlord (or Lender,
if allowed by the Indenture), may apply any Net Proceeds held by it to continue
the restoration and repair of the applicable Project or such Net Proceeds may be
applied to pay or prepay, in whole or in part, any indebtedness secured by the
Indenture.





Net
Proceeds held by Landlord or Lender in accordance with this Section shall be
held in an interest bearing account if (A) such an account is available at the
institution at which Landlord or Lender, as the case may be, holds such Net
Proceeds, and (B) Landlord or Lender, as the case may be, determines, in its
reasonable j udgment, that holding the Net Proceeds in such an account is
practical under the then existing circumstances. Any interest earned on the Net
Proceeds shall be a part of the Net Proceeds, and shall be disbursed in
accordance with this Lease.





(f)           
Notwithstanding any other provision of this Section, if either Tenant or a
Guarantor is then currently maintaining an Investment Grade Rating and in
Tenant's reasonable judgmentthe cost of the Work (as hereinafter defined) is
less than $500,000 with respect to any one casualty or partial condemnation (and
the cost of all outstanding Work for all Projects is less than $1,000,000), such
Work can be completed in less than one hundred twenty (120) days (subject to
Force Majeure) and no Event of Default has occurred and is continuing and if
allowed pursuant to the provisions of the Indenture, then Landlord, upon request
by Tenant, shall permit Tenant to apply for and receive the Net Proceeds
directly from the insurer or payor thereof (and Landlord shall advise such
insurer or payor and Lender to pay over such Net Proceeds directly to Tenant),
provided that Tenant shall promptly and diligently commence and complete such
Work in a good and workmanlike manner.





(g)           If
an Event of Default shall have occurred and be continuing or if Tenant (i) shall
fail to submit to Landlord for approval plans and specifications (if required
pursuant to Section 3.6(b) hereof) for the Work (approved by the Architect and
by all governmental authorities whose approval is required), (ii) after any such
plans and specifications are approved by all such governmental authorities, the
Architect, Landlord and Lender, shall fail to commence promptly such Work, (iii)
after Lender or Landlord has released the Net Proceeds to the extent provided
for hereunder, shall fail to diligently prosecute such Work to completion, or
(iv) materially fail in any other respect to comply with the Work obligations
under this Section 3.6, then in addition to all other rights available
hereunder, at law or in equity, Landlord or Lender, or any receiver of the
applicable Project or any portion thereof, upon fifteen (15) days prior written
notice to Tenant (except in the event of emergency in which case no notice shall
be required), may (but shall have no obligation to) perform or cause to be
performed such Work, and may take such other steps as either Landlord or Lender
deems advisable (but such performance shall not cure the default of Tenant). In
addition, Tenant acknowledges that if an Event of Default shall have occurred
and be continuing, Lender may apply any Net Proceeds towards payment of the
Indenture, which payment shall not relieve Tenant of any of its obligations
hereunder. Tenant hereby waives, for Tenant and all others holding under or
through Tenant, any claim, other than for gross negligence or willful misconduct
(subject to the provisions of Section 10.18(b)), against Landlord and Lender and
any receiver arising out of any act or omission of Landlord or Lender or such
receiver pursuant hereto, and Landlord or Lender may apply all or any portion of
the Net Proceeds (without the need to fulfill any other requirements forth in
this Section 3.6) to reimburse Landlord or Lender or such receiver, for all
amounts incurred in connection with the Work, and any costs not reimbursed to
such parties shall be paid by Tenant to Landlord (or such other party) on
demand, together with interest thereon at the Rate from the date such amounts
are advanced until the same are paid by Tenant.





3.7           Insurance.





(a)           Tenant
will maintain insurance on each of the Projects of the following
character:





(i)            Insurance
with respect to the Improvements against all perils included within the
classification "All Risk of Physical Loss", covering such risks as shall be
customarily insured against with respect to improvements similar in
construction, location and use including by way of example, earthquake, flood,
sprinkler leakage, debris removal, cost of demolition, malicious mischief, water
damage, boiler and machinery explosion or damage and the like, with extended
coverage, and in amounts not less than the greater of (x) 100% of the actual
replacement cost of the Improvements (exclusive of foundations and excavations),
without regard to depreciation, and (y) such other amount as is necessary to
prevent any reduction in such policy by reason of and to prevent Landlord,
Lender or any other insured thereunder from being deemed to be a co-insurer. If
as of the date hereof, or at any time during the term of this Lease, a Project
is not in compliance with all Legal Requirements such that in the event of a
partial or total casualty or destruction such Legal Requirements would prohibit
Landlord or Tenant from restoring or rebuilding the Project to the
specifications and condition of such Project prior to such casualty or
destruction, then Landlord or Tenant shall be required to carry agreed value
insurance.





(ii)           Worker's
compensation insurance (including employers' liability insurance, if requested
by Landlord or, as required by the Indenture, Lender) to the extent required by
the law of the state in which the applicable Project is located.





(iii)           Flood
insurance in an amount equal to the full Replacement Cost of the applicable
Project or the maximum amount available through National Flood Program or any
successor program, whichever is less, if all or any portion of the Improvements
related to that Project are located in an area which has been designated by the
Secretary of Housing and Urban Development or by the Federal Emergency
Management Agency as having special flood hazards, and if flood insurance is
available under the National Flood Insurance Act.





(iv)           
If such Project or any part thereof is situated in an area now or subsequently
designated as a "Zone 1 or Zone 2 Earthquake Zone" by the U.S. Geological
Survey, earthquake insurance in an amount equal to the replacement cost of the
applicable Improvements or the maximum amount of earthquake insurance available,
whichever is the lesser.





(v)           During
any period during which construction is conducted on a Project and during which
period the construction and materials are not covered by the existing policies,
premium prepaid insurance policies covering such Project (which during
construction shall be on an "Ail-Risk" perils, including theft, "Builder's
Risk," "Completed Value" form) in amounts equal to the replacement costs of the
Improvements (including construction materials and personal property on or off
site) covering insurance risks no less broad than those covered under a Standard
Multi Peril (SMP) policy form, which contains a 1987 Commercial ISO "Causes of
Loss-Special Form," with coverage for such other expenses as Landlord or, as
required by the Indenture, Lender may reasonably require. Such insurance shall
contain an agreed amount endorsement (such amount to include foundation and
underground pipes) and bear a 100% co-insurance clause. Said policies shall
contain a permission to occupy endorsement.





(vi)           Such
other insurance as may from time to time be reasonably required by Landlord or,
as required by the Indenture, by Lender in order to protect their respective
interests, provided that such insurance is then customarily maintained by
prudent budget motel operators, managers or owners or is then customarily
required by prudent lenders with respect to mortgage loans secured by budget
motel properties.





(vii)           During
any period when construction is conducted on a Project, worker's compensation,
employers' liability, commercial auto liability, and commercial general
liability insurance (including contractual liability and completed operations
coverage) for each general contractorwritten on a 1986 or 1993 standard "ISO"
occurrence basis form or equivalent and excess umbrella coverage, carried during
the course of construction, with general liability insurance limits of at ]cast
$5,000,000 combined single limit for bodily injury or death to any one person,
$10,000,000 for bodily injury or death to any number of persons in respect of
any one accident or occurrence and $1,000,000 for property damage in respect of
one accident or occurrence, with coverage for blanket contractual, personal
injury, bodily injury and property damage of not less than $50,000,000 single
limit coverage, or such greater limits as may be required from time to time by
Landlord or, as required by the Indenture, Lender consistent with insurance
coverage on properties similarly constructed, occupied and
maintained.





Tenant shall also maintain with respect
to the Premises commercial general public liability insurance insuring Tenant,
with Landlord and Lender as additional insureds, against all claims for damages
to person or property or for loss of life or of property occurring upon, in, or
about any Project, with coverage for blanket contractual, personal injury,
bodily injury and property damage of not less than $50,000,000 combined single
limit coverage per occurrence in the aggregate in any given policy year, or such
greater limits as may be required from time to time by Landlord or, as required
by the Indenture, Lender consistent with insurance coverage on properties
similarly constructed, occupied and maintained in the limited service budget
motel sector. In the event that the aggregate of (i) claims paid pursuant to
such policy of commercial general public liability insurance in any policy year
and (ii) final, non-appealable judgments payable by the insurer pursuant to such
policy of commercial general public liability insurance in such policy year,
shall cause the remaining coverage available under such policy to be less than
$25,000,000, (i) Tenant shall promptly notify Landlord and, as required by the
Indenture, Lender thereof, and (ii) Tenant shall, within sixty (60) days
thereafter, obtain additional commercial general public liability insurance
complying with the requirements of this paragraph in an amount which will cause
the aggregate commercial general public liability insurance coverage available
to be not less than $50,000,000 combined single limit coverage per occurrence in
the aggregate in such policy year, or such greater limits as may be required
from time to time by Landlord or, as required by the Indenture, Lender
consistent with insurance coverage on properties similarly constructed, occupied
and maintained in the limited service budget motel sector.





(b)           Such
insurance shall be issued by companies authorized to transact business in the
state in which the applicable Project is located and having an Alfred M. Best
Company rating of "A" or better and financial size category of not less than X,
and a Standard & Poor's rating of "A" or better as to claims paying ability,
provided that with respect to worker's compensation insurance such insurance
company must have an Alfred M. Best Company rating of "A" or better and
financial size category of not less than VIII. No liability insurance policy
maintained by Tenant hereunder shall provide for a deductible or self-insured
retention in excess of $250,000, unless either Tenant or a Guarantor then
maintains an Investment Grade Rating, and no Event of Default shall have
occurred and be continuing, in which event the retention shall not be in excess
of $1,000,000. No casualty or other insurance policy maintained by Tenant (other
than liability policies) hereunder shall provide for a deductible or self
insured retention in excess of $250,000. However, if either Tenant or a
Guarantor then maintains an Investment Grade Rating and no Event of Default
shall have occurred and be continuing, the retention shall not be in excess of
the following amounts: (i) $500,000 for general property damage; (ii) $500,000
for boiler damage; (iii) $250,000 for flood damage; (iv) with respect to
earthquake damage, 10% of the value of any particular Project, with a total
retention for all applicable Projects owned or leased by Tenant equal to
$2,500,000; and (v) with respect to wind (including hurricane) damage, 10% of
the value of any particular Project, with a total retention for all applicable
Projects owned or leased by Tenant equal to $1,000,000. Originals or certified
copies of all insurance policies (or amendments thereto) shall be delivered to
Landlord and Lender by Tenant promptly upon Tenant's receipt thereof and in no
event later than 90 days after the effective date thereof; original binders or
original or certified certificates evidencing such policies (or amendments) and
bearing notations evidencing the payment of premiums therefor shall be delivered
to Landlord and Lender by Tenant no event later than ten (10) days prior to the
effective date of such policies (or amendments). Tenant shall, promptly upon
receipt but in no event later than ten (10) days prior to the expiration date of
any of the insurance policies required to be maintained pursuant to this Lease,
deliver to Landlord and Lender originals or certified copies of certificates
evidencing the renewal of such policies bearing notations evidencing the payment
of premiums.





(c)           Every
such policy (other than any general public liability, auto liability or worker's
compensation policy) shall bear a mortgagee's loss payable clause or a mortgagee
endorsement in favor of the mortgagee or beneficiary (whether one or more, and
together with its or their successors and assigns, the "Lender") under each
mortgage, deed of trust or similar security instrument creating a lien on the
interests of Landlord in the Premises (whether one or more, the "Indenture"), and any
loss under any such policy shall be payable to the Lender which has a first lien
on such interests (if there is more than one first Lender, then to the trustee
for such Lenders) to be held and applied pursuant to this Article
3.





(d)           All
such insurance (other than any worker's compensation policy) shall be endorsed
to provide that:





(i)            such
insurance will not be canceled or amended except after 30 days' written notice
to Landlord and Lender and that it shall not be invalidated by any act or
negligence of Landlord, Tenant or any person or entity having an interest in the
Premises, nor by occupancy or use of the applicable Projects purposes more
hazardous than permitted by such policy, nor by any foreclosure or other
proceedings relating to a Project, nor by change in title to or ownership of a
Project;





(ii)            the
Landlord and Lender are each an additional insured with the understanding that
any obligation imposed upon the insured (including, without limitation, the
liability to pay premiums, but excluding any obligation of the insured to
cooperate with any insurer or any insurer's representative in the investigation,
defense or settlement of any claim covered under such insurance) shall be the
sole obligation of Tenant and not that of any other insured;





(iii)            all
insurance proceeds payable under any policy of property sprinkler or flood
insurance with respect to the Premises shall be paid to Lender (or if no Lender
exists, to Landlord);





(iv)           the
interests of the Lender shall not be invalidated by any action or inaction of
the Landlord, Tenant or any other person, and such insurance shall insure the
Lender regardless of any breach or violation by the Tenant, the Landlord or any
other person of any warranties, declarations or conditions contained in the
policies relating to such insurance or application therefor;





(v)           the
interests of Landlord shall not be invalidated by any action or inaction of the
Tenant or any other person, and such insurance shall insure the Landlord
regardless of any breach or violation by the Tenant or any other person of any
warranties, declarations or conditions contained in the policies relating to
such insurance or application therefor;





(vi)           
the insurer thereunder waives all rights of subrogation against the Lender and
Landlord and waives any right of set-off and counterclaim and any other right of
deduction, whether by attachment or otherwise;





(vii)           such
insurance shall be primary to Tenant without right of contribution from any
other insurance carried by or on behalf of the Tenant with respect to Tenant's
operation only or the Landlord or the Lender or any other person with respect to
its interest in a Project;





(viii)           all
terms, conditions, insuring agreements and endorsements, with the exception of
limits of liability, shall operate in the same manner as if there were a
separate policy covering each insured.





(e)           Tenant
shall deliver to Landlord and Lender copies of the applicable insurance policies
(upon request therefor) or certificates evidencing renewal and original or
duplicate certificates of insurance (without any necessity for request),
satisfactory to and permitting reliance thereon by Landlord and Lender,
evidencing the existence of all insurance which is required to be maintained by
Tenant hereunder, such delivery to be made (i) upon the execution and delivery
hereof and (ii) at least 3 0 days prior to the expiration of any such insurance.
In the event of any transfer by Landlord of Landlord's interest in the Premises
or any financing or refinancing of Landlord's interest in any Project, Tenant
shall, upon not less than ten (10) days' prior written notice, deliver to
Landlord or any Lender providing such financing or refinancing, as the case may
be, certificates of all insurance required to be maintained by Tenant hereunder
naming such transferee or such Lender, as the case may be, as an additional
named insured to the extent required herein effective as of the date of such
transfer, financing or refinancing. Tenant shall not obtain or carry separate
insurance concurrent in form or contributing in the event of loss with that
required by this Section 3.7 unless Landlord is an additional named insured
therein and unless there is a Lender endorsement in favor of Lender with loss
payable as provided herein. Tenant shall immediately notify Landlord whenever
any such separate insurance is obtained and shall deliver to Landlord and Lender
the policies or certificates evidencing the same. Any insurance required
hereunder may be provided under blanket policies provided that the Premises and
the applicable coverage applicable thereto are specified therein.





(f)           Any
loss under any property damage insurance required to be maintained by Tenant
shall be adjusted by Landlord and Tenant pursuant to the provisions of Section
3.2(a), provided, however, if an Event of Default shall have occurred and be
continuing, Landlord shall have the sole right to make such adjustment and
collection, but Tenant shall be entitled to any proceeds relating to Tenant's
Personal Property (subject to Landlord's right to offset any amounts owed to
Landlord under this Lease).





(g)           If
Tenant fails to maintain and deliver to Landlord the original policies and
certificates of insurance required by this Lease, Landlord may, at its option,
procure such insurance, and Tenant shall reimburse Landlord in the amount of all
such premiums thereon promptly, upon demand by Landlord, with interest thereon
at the Rate from the date paid by Landlord to the date of repayment; provided,
however, that this sentence shall not prevent any default under this Section 3.7
from becoming an Event of Default.





(h)          The
requirements of this Section 3.7 shall not be construed to negate or modify
Tenant's obligations under Section 2.4.





3.8           Alterations.





(a)            Tenant
may, at its expense, make additions to and alterations of the Improvements, and
construct additional improvements (collectively, "Alterations"),
provided that (i) the fair market value, utility and useful life of the
applicable Project shall not be reduced or lessened in any material respect
thereby, (ii) such Alterations shall be expeditiously completed in a good and
workmanlike manner, free and clear of liens and encumbrances, and in compliance
with all applicable Legal Requirements and the requirements of all insurance
policies required to be maintained by Tenant hereunder, (iii) Tenant shall not
make any Alterations in violation of the terms of any restriction, easement,
condition, covenant or other matter affecting title to or use of a Project and
(iv) no Material Alterations (as hereinafter defined), shall be made unless
Landlord's prior written consent shall have been obtained, which consent shall
not be unreasonably withheld, delayed or conditioned, unless an Event of Default
shall have occurred and be continuing in which case such consent maybe withheld
by Landlord in its sole discretion. "Material Alteration"
is defined as either (A) Structural Work (as hereinafter defined), or (B) a
demolition of any material portion of the Improvements, or (C) Alterations which
would materially and adversely affect the building systems or equipment, or (D)
Work which involves the construction of a shared common or party wall on a
property line which separates a Project from adjacent land, or (E) Work for
which the Estimated Cost is in excess of $500,000 for any particularProject or
which would cause Work then being conducted for all Projects to exceed
$1,000,000, excluding, for purposes of this clause (E) only, Work consisting of
renovations effected pursuant to Room of the 90's Plans and Specifications (as
hereafter defined) and such other Work effected pursuant to standard renovation
plans that have previously been approved by Landlord, and as required by the
Indenture, Lender (it being understood that any request for such approval shall
not be considered unless each of Landlord and Lender has received detailed plans
and specifications, and other information with respect to the proposed
renovations as maybe reasonably requested). "Structural Work" is
defined as Work which involves in any material respect any roof, load-bearing
wall, structural beams, columns, supports, foundation or any other structural
element of the Premises. "Estimated Cost" is
defined as the estimated cost of materials, construction and labor (not
including architects, engineers or other professionals), as estimated by a
licensed Architect (or if not required to be estimated by an Architect, as
reasonably estimated by Tenant), which estimate together with a complete
description of the Work and all related work shall be delivered to, and such
estimate and description reasonably approved by, Landlord and, as required by
the Indenture, Lender, before the commencement of any Work hereunder. In
addition to the limitations set forth in (i) through (iv) above, Tenant agrees
that all Alterations, Material Alterations, Structural Work, restoration, repair
and any other work which Tenant shall be required or permitted to do under the
provisions of this Lease (hereinafter collectively called the "Work") shall be
performed in each case subject to the following:





(i)           Tenant
shall not perform any Work which shall have a material adverse effect on the use
or operation of any Project, as operated by Tenant as of the date hereof (except
such adverse effect as shall occur during the period of time needed to complete
the Work). Any Work when completed shall be of such a character as not to
materially reduce the value of the affected Project below its value immediately
prior to the commencement of such Work or damage to such Project necessitating
such Work or change.





(ii)           
Except with respect to adverse effects occurring during the period of time
needed to complete the applicable Work, no Work shall be performed by Tenant if
the same would materially reduce the usable square footage of the applicable
Project, or would materially weaken, temporarily or permanently, the structure
of the applicable Project or any part thereof, or reduce the permitted uses
thereof under applicable zoning laws or impair other amenities of such
Project.





(iii)           No
Material Alterations shall be commenced until detailed plans and specifications
(including layout, architectural, mechanical and structural drawings), prepared
by an Architect shall have been submitted to and approved by Landlord, and no
such Work shall be undertaken except under the supervision of the Architect.
Landlord shall be deemed to have approved plans and specifications which are
materially consistent with the plans and specifications for "Room of the `90's"
previously delivered to Landlord ("Room of the `90's Plans and
Specifications").





(iv)           The
reasonable cost and expense paid to third parties (including Landlord's asset
manager or, as required by the Indenture, any servicer retained by Lender) of
Landlord's and Lender's respective (A) review of any plans and specifications
required to be furnished pursuant to this Lease or (B) reasonable
review/supervisionof any such Work shall be paid by Tenant to Landlord, within
ten (10) days after demand, or, at the option of Landlord, as Additional
Rent.





(v)           All
Work shall be commenced only after all required municipal and other governmental
permits, authorizations and approvals shall have been obtained by Tenant, at its
own cost and expense, and copies thereof delivered to Landlord. Landlord will,
on Tenant's written request, promptly execute any documents necessary to be
signed by Landlord to obtain any such permits, authorizations and approvals,
provided that Tenant shall bear any expense or liability of Landlord in
connection therewith; provided, however, that none of the foregoing shall, in
any manner, result in a change in zoning or otherwise have a material adverse
affect on the ability to use such Project as currently operated by
Tenant.





(vi)           
If the Work shall constitute a Material Alteration, it shall not be commenced
until Tenant shall have obtained and delivered to Landlord, and as required by
the Indenture, Lender, either (A) a performance bond and a labor and materials
payment bond (issued by a corporate surety licensed to do business in the state
in which such Project is located and satisfactory to Landlord and, as required
by the Indenture, Lender), each in an amount equal to the Estimated Cost of such
Work and in form otherwise satisfactory to Landlord, and as required by the
Indenture, Lender, or (B) such other security as shall be reasonably
satisfactory to Landlord, and as required by the Indenture, Lender; provided,
however, that if at the time the Work is commenced, either Tenant or a Guarantor
then maintains and continues to maintain until such Work is completed an
Investment Grade Rating and no Event of Default shall have occurred and be
continuing and Estimated Cost of the Work does not exceed $1,500,000 (as
adjusted for changes in the consumer price index), Tenant shall not be required
to comply with this subsection (vi).





(vii)           All
Work shall be performed in a good and workmanlike manner, and in accordance with
all Legal Requirements, as well as any plans and specifications therefor which
shall have been approved by Landlord. All Work shall be commenced and completed
in a commercially reasonable manner.





(viii)           Subject
to the terms of Section 2.6 hereof, the cost of all Work shall be paid promptly,
in cash, so that the Premises and Tenant's leasehold estate therein shall at all
times be free from (A) liens for labor or materials supplied or claimed to have
been supplied to any Project or Tenant, and (B) chattel mortgages, conditional
sales contracts, title retention agreements, security interest and agreements,
and financing agreements and statements.





(ix)           Upon
completion of any Work, Tenant, at Tenant's expense, shall obtain certificates
of final approval of such Work required by any governmental or
quasi-governmental authority and shall furnish Landlord with copies thereof,
and, if the Work constituted Material Alterations, together with "as-built"
plans and specifications for such Work.





(x)          Any
Work shall be subject to inspection at any time and from time to time by any of
Landlord or, as required by the Indenture, Lender, their respective
architect(s), or their duly authorized construction representatives, and if any
such party upon any such inspection shall be of the opinion that the Work is not
being performed in accordance with the provisions of this Section 3.8 or the
plans and specifications, or that any of the materials or workmanship are
unsound or improper, Tenant shall correct any such failure and shall replace any
unsound or improper materials or workmanship. Anything contained herein to the
contrary notwithstanding, any different procedure for the performance of Work
which may be required under any Indenture shall take precedence over and be in
addition to the procedures provided for in this Lease.





(xi)          Except
as may be expressly provided to the contrary hereunder with respect to Severable
Alterations or with respect to Tenant's Personal Property, all Alterations
installed in or upon any Project at any time during the Term shall become the
property of Landlord and shall remain upon and be surrendered with the Premises
unless Landlord, by notice to Tenant no later than ninety (90) days prior to the
Expiration Date, elects to have the same removed or demolished by Tenant, in
which event, the same shall be removed from the Project by Tenant prior to the
termination of this Lease, at Tenant's expense. Tenant may expressly request in
Tenant's written request for consent that Landlord determine its election prior
to installation (which written request shall include the estimated cost of
removal and restoration). Tenant shall immediately repair any damage to any
Project caused by its removal of any of the Severable Alterations or Tenant's
Personal Property or Alterations which remain the property of Tenant pursuant to
the terms of this Section. All property permitted or required to be removed by
Tenant at the end of the Term remaining in any Project after Tenant's removal
shall be deemed abandoned and may, at the election of Landlord, either be
retained as Landlord's property or may be removed from such Project by Landlord
at Tenant's expense. The provisions of this Section shall survive the expiration
or earlier termination of the Tenn.





(b)           Tenant
may, at its cost and expense, install, or place upon or reinstall, or replace
and remove from any Project any Tenant's Personal Property. Subject to and
conditioned upon compliance with the provisions of Section 3.8(a) above, Tenant
may make Alterations or undertake construction which requires sharing the use of
existing facilities and utilities, provided that reciprocal easement agreements
and joint use agreements allocate ownership, use and expenses to the reasonable
satisfaction of Landlord, and provided that the same comply with the provisions
of Section 3.10. No such construction shall impair the structural and functional
integrity of any Project as an independent commercial property, in compliance
with Legal Requirements, at the time the Alterations are made or at the end of
the term of this Lease.





3.9           Severable.Alterations.
Alterations that (1) are readily removable without causing damage to a Project
by more than a minimal extent, (2) will not reduce the value, useful life or
utility of the applicable Project in any material respect if removed, and (3)
are not required for the lawful occupancy of the applicable Project are
sometimes referred to herein as "Severable
Alterations". Title to Severable Alterations will remain in Tenant unless
the cost thereof shall have been paid or financed by Landlord. If Tenant does
not purchase the applicable Project upon termination of this Lease with respect
to such Project, Landlord shall have the right to purchase any or all such
Severable Alterations for fair market value at the termination of this Lease,
such fair market value to be determined by following the appraisal procedure set
forth in Section 3.4(c)(i). It is specifically understood that the FF&E
shall not, in any event, be considered to be Severable Alterations.





3.10           Easements.





(a)           Landlord
agrees from time to time during the term of this Lease, at the request of
Tenant, without additional consideration (1) to sell, assign, convey, or
otherwise transfer an interest in any Project of a nature described in this
Section 3.10 to any Person legally empowered to take such interest under the
power of eminent domain which Person has indicated that it intends to so do, (2)
to grant easements, licenses, rights of way and other rights and privileges in
the nature of easements, of such nature, extent and duration as Tenant may
reasonably request, provided that such easements, licenses, rights of way and
other rights and privileges are customarily granted by prudent operators,
managers or owners of motel properties similar to the Projects; (3) to release
or relocate existing easements and appurtenances which are for the benefit of
any Project; (4) to dedicate or transfer unimproved portions of a Project for
road, highway or other public purposes; (5) to execute petitions to have a
Project annexed to any municipal corporation or utility district; (6) to execute
amendments to any covenants and restrictions affecting a Project; and (7) to
execute and deliver any instrument necessary or appropriate to confirm or effect
such grants, releases, dedication, transfer, petition or amendment to any person
in each of the foregoing instances, the same to be without consideration, but
only if (i) such grant, release, dedication, transfer, petition or amendment is
not detrimental to the proper conduct of business of Tenant on the applicable
Project, (ii) such grant, release, dedication, transfer, petition or amendment
does not materially impair the effective use of the Project for its intended
purposes or materially and adversely affect its value, (iii) Tenant considers
the consideration, if any, being paid for such grant, release, dedication,
transfer, petition or amendment to be fair and adequate, (iv) for so long as
this Lease is in effect, Tenant will perform all obligations, if any, of Owner
under the applicable instrument, and (v) Landlord and Lender shall have received
(W) a certificate from the appropriate officer of Tenant certifying as to the
satisfaction of the conditions described in clause (i) through (v) above, (X) a
duly authorized undertaking of Tenant and each Guarantor, in form and substance
reasonably satisfactory to Landlord, to the effect that Tenant will remain
obligated hereunder, and Guarantor will remain obligated under its guaranty of
Tenant's obligations under this Lease, to the same extent as if such grant,
release, dedication, transfer, petition amendment had not been made, (Y)
evidence satisfactory to Landlord and, as required by the Indenture, Lender that
the Residual Value Insurer will remain obligated under the Residual Value Policy
to the same extent as if such grant, release, dedication, transfer, petition or
amendment had not been made; and (Z) such instruments, certificates (including
evidence of authority), surveys, title insurance policy endorsements, and
opinions of counsel reasonably acceptable to Landlord, as Landlord may
reasonably request. Any easement that imposes any obligation or liability on
Landlord shall expressly provide that it is without recourse to Landlord (except
to the extent of Landlord's interest in the Project), and that any lien arising
by virtue of the nonperformance of obligations under such easement shall be
subordinate to the lien of any Indenture. As required by the Indenture, the
grant of any such easement shall be subject to Lender's consent, which consent
shall not be unreasonably withheld or delayed. Tenant shall be responsible for
the payment of all costs and expenses paid to third parties (including the
reasonable costs and expenses of Landlord and Lender) incurred in connection
with this Section 3.10. Subject to the provisions of Sections 3.2 and 3.6, any
consideration received for the grants, releases, dedications, transfers,
petitions or amendments outlined in this Section shall be the property of
Landlord.





(b)           Without
limiting the generality of any other provision of this Lease requiring payments
of Additional Rent, if any Project is presently, or should at sometime in the
future be, affected by an easement agreement, Tenant agrees during the term of
this Lease (i) to perform all of the duties and obligations of Landlord under
such easement agreement (including, without limitation, paying any and all
costs, charges and assessments imposed thereunder), (ii) Tenant shall comply
with, all of the terms, conditions, covenants, provisions, restrictions and
agreements set forth in such easement agreement, (iii) that any obligation or
liability arising under any such easement agreement shall be nonrecourse to
Landlord (except to the extent of Landlord's interest in the Project and this
Lease), (iv) that any lien against the Project arising by virtue of the
nonperformance of obligations under such easement agreement shall be subordinate
to the lien of any Indenture; and (v) to indemnify, defend and hold the
Indemnified Parties harmless from and against every, any and all demands, claims
and assertions of liability, or action relating to Tenant's failure to comply
with the obligations set forth in this Section 3.10(b). Landlord agrees that it
shall not (except as may be required by any governmental agency or in connection
with any condemnation proceeding) enter into any easement without the prior
written consent of Tenant, which consent shall not be unreasonably withheld or
delayed.





3.11           
Furniture, Fixtures
and Equipment. Tenant acknowledges that the FF&E is the property of
Landlord and that Landlord has granted, and may hereafter grant, a security
interest therein to Lender. Tenant hereby represents and warrants to Landlord
that the FF&E is free and clear of any and all liens, security interests or
other encumbrances as of the date hereof, other than the lien and security
interest of the Indenture. Notwithstanding the foregoing, certain UCC-1
Financing Statements have been filed against Motel 6 Operating L.P. ("Seller"),
who transferred the FF&E to Landlord. Tenant hereby agrees to cause to be
delivered to Landlord and Lender confirmation (in form reasonably acceptable to
Landlord and Lender) that any and all UCC-1 Financing Statements which affect or
could affect the FF&E have been released no later than November 1, 1998. A
failure to cause such release by such date shall constitute an Event of Default
hereunder. In addition, Tenant hereby indemnifies Landlord and Lender and agrees
to hold them harmless from and against any claims, damages or expenses resulting
from any claim by any party that it has any claim to the FF&E prior to the
claim of Landlord. Tenant hereby agrees to maintain the FF&E in good
condition and repair, reasonable wear and tear excepted. In no event shall any
of the Landlord's FF&E be discarded or removed from a Project unless suds
FF&E is replaced by similar FF&E with a value at least equal to the
value of the replaced FF&E.





3.12           Purchase
Option.  Landlord hereby grants to Tenant an option (the "Purchase Option"), exercisable
only during the Option Exercise Period (as hereinafter defined), to purchase all
of the Projects then covered by this Lease (but not less than all of the
Projects then covered by this Lease) for a purchase price equal to the Option
Purchase Price, (as hereinafter defined). The "Option Exercise
Period" shall be the period commencing on February 1, 2009 and ending on
April 30, 2009. The Purchase Option may only be exercised by delivery during the
Option Exercise Period from Tenant to Landlord and Lender of written notice (the
"Option
Notice") of the exercise of such Purchase Option. The exercise of the
Purchase Option by Tenant shall be irrevocable. Upon exercise of the Purchase
Option, the purchase shall be consummated on any Payment Date on or before
August 1, 2009 (the "Purchase Option Closing
Date"), provided that such Purchase Option Closing Date may be extended
beyond August 1, 2009 to a subsequent Payment Date to allow Tenant to consummate
the purchase if Tenant is diligently pursuing such consummation, and provided
that in no event may the Purchase Option Closing Date be extended for more than
ninety (90) days. On the Purchase Option Closing Date, the purchase of all
Projects then subject to this Lease shall be accomplished in accordance with the
provisions of Section 3.1, including, without limitation, the payment of the
Option Purchase Price, the payment of all other costs and expenses outlined in
said Section 3.1, and the delivery of the other items described in said Section
3.1 (it being understood that for purposes of satisfying the requirements of and
complying with said Section 3.1, the Purchase Option Closing Date shall be
considered to be a Lease Termination Date). Upon payment of the Option Purchase
Price and all other costs and expenses required to be paid by Tenant as outlined
in Section 3.1, and upon satisfaction of the other requirements set forth in
Section 3.1 with respect to the purchase of the applicable Projects by Tenant,
this Lease shall terminate. The "Option Purchase
Price" shall be ninety six percent (96%) of the sum of the amounts set
forth in Schedule
G allocable to the respective Projects then subject to this Lease, plus
(b) the Make-Whole Premium. In the event that Tenant does not deliver the Option
Notice within the Option Exercise Period, Tenant shall have waived its right to
exercise the Purchase Option. In the event that Tenant shall deliver the Option
Notice, and thereafter fail to consummate the purchase of the Projects, Tenant
shall be in default under this Lease and, in addition to any other remedies
allowed Landlord hereunder, Landlord shall be entitled to an action for specific
performance. In the event that Landlord shall default in its obligation to
transfer the Project to Tenant under this Section 3.12, Tenant shall be entitled
to enforce such obligation by an action for specific performance.





3.13           FMV Purchase Options.
A. Landlord hereby grants to Tenant an option (the "FMV Purchase Option"),
exercisable only during a FMV Option Exercise Period (as hereinafter defined),
to purchase all of the Projects then covered by this Lease (but not less than
all of the Projects then covered by this Lease) for a purchase price equal to
the applicable FMV Option Price (as hereinafter defined). The "FMV Option Exercise
Periods" shall be (a) the period commencing on July 1, 2016 and ending on
October 31, 2016 if Tenant fails to exercise its option to extend the Primary
Term of this Lease for the first Extended Term, and (b) the period commencing
November 1, 2016 and ending April 30, 2017 if Tenant exercises its option to
extend the Primary Term of the Lease for the first Extended Term. The FMV
Purchase Option may only be exercised by delivery during a FMV Option Exercise
Period from Tenant to Landlord and Lender of written notice (the "FMV Option Notice")
of the exercise of such FMV Purchase Option which irrevocably specifies a
Payment Date occurring no earlier than February 1, 2018 upon which the purchase
shall occur (the "FMV
Purchase Option Closing Date"). The FMV Option Notice must be accompanied
by an appraisal showing the FMV of each of the Projects, prepared by an
appraiser who is both a member of the American Institute of Appraisers and
actively engaged in the appraisal of real property in the area where each such
Project is located. The exercise of the FMV Purchase Option by Tenant shall be
irrevocable. Upon exercise of the FMV Purchase Option, the purchase shall be
consummated on the FMV Purchase Option Closing Date specified in the FMV Option
Note. On the FMV Purchase Option Closing Date, the purchase of all Projects then
subject to this Lease shall be accomplished in accordance with the provisions of
Section 3.1, including, without limitation, the payment of the FMV Option Price,
the payment of all other costs and expenses outlined in said Section 3.1, and
the delivery of the other items described in said Section 3.1 (it being
understood that for purposes of satisfying the requirements of and complying
with said Section 3.1, the FMV Purchase Option Closing Date shall be considered
to be a Lease Termination Date). Upon payment of the FMV Option Price and all
other costs and expenses required to be paid by Tenant as outlined in Section
3.1, and upon satisfaction of the other requirements set forth in Section 3.1
with respect to the purchase of the applicable Projects by Tenant, this Lease
shall terminate. The "FMV Option Price"
shall be (A) equal to the greater of (i) ninety-two percent (92%) of the FMV (as
hereinafter defined) and (ii) the Fixed FMV Option Amount (as hereinafter
defined), if the conveyance of the Projects pursuant to the FMV Purchase Option
occurs on or before May 1, 2018, and (B) equal b the greater of (i) the FMV and
(ii) the Fixed FMV Option Amount, if the conveyance of the Projects pursuant to
the FMV Purchase Option occurs after May 1, 2018. The "Fixed FMV Option
Amount" shall be equal to the aggregate of the respective amounts set
forth in Schedule
J with respect to each Project subject to this Lease on the date of the
conveyance of the Projects pursuant to the FMV Purchase Option. The "FMV" shall be equal
to the value of a fee simple interest in all applicable Projects, unencumbered
by this Lease or any Indenture (and in the condition required to be maintained
pursuant to this Lease) and determined at the time in question. If Landlord is
in agreement with the appraisals delivered by Tenant as outlined above, such
appraisals shall be utilized to determine FMV. If Landlord gives Tenant written
notice of its disapproval of an appraisal delivered by Tenant (to be delivered
by Landlord within the thirty (30) days after receipt of the FMV Option Notice),
FMV shall be determined in accordance with the following procedure:





(a)           within
forty-five (45) days after the delivery of notice by Landlord that an appraisal
is not acceptable, Landlord shall submit to Tenant an appraisal of the
applicable Project(s), prepared by an appraiser who is both a member of the
American Institute of Appraisers and actively engaged in the appraisal of real
property in the area where such property is located; in addition, Landlord's
appraiser and Tenant's appraiser referred to above shall jointly, within fifteen
(15) days after delivery of notice by Landlord that an appraisal is not
acceptable, choose a third appraiser who is a member of the American Institute
of Appraisers who shall, within twenty (20) days after appointment, choose one
of the two appraised values as the FMV. The FMV of the applicable Projects, as
determined by the foregoing arbitration procedure, shall be binding upon both
Tenant and Landlord. The fees and expenses of the appraisers shall be borne by
Tenant.





(b)            the
appraisers shall not, in making their appraisal of the Projects, attribute any
value to any of Tenant's Personal Property.





In the
event that Tenant does not deliver the FMV Option Notice within an FMV Option
Exercise Period, Tenant shall have waived its right to exercise the FMV Purchase
Option. In the event that Tenant shall deliver the FMV Option Notice, and
thereafter fail to consummate the purchase of the Projects, Tenant shall be in
default under this Lease and, in addition to any other remedies allowed Landlord
hereunder, Landlord shall be entitled to an action for specific performance. In
the event that Landlord shall default in its obligation to transfer a Project to
Tenant under this Section 3.13, Tenant shall be entitled to enforce such
obligation by an action for specific performance.





B.           Landlord
hereby grants to Tenant an option (the "Extended Term.FMV Purchase Options"),
exercisable only during an Extended Term FMV Option Exercise Period (as
hereinafter defined), to purchase all of the Projects then covered by this Lease
(but not less than all of the Projects then covered by this Lease) for a
purchase price equal to the applicable Extended Term FMV Option Price (as
hereinafter defined). The "Extended-Term FMV Option
Exercise Periods" shall be (a) the period commencing on January 1, 2028
and ending on April 30, 2028, but only if Tenant exercises its option to extend
the Primary Term of this Lease for the first Extended Term, and (b) the period
commencing January 1, 2038 and ending April 30, 2038, but only if Tenant
exercises its option to extend the Term of the Lease for the second Extended
Term. An Extended Term FMV Purchase Option may only be exercised by delivery
during an Extended Term FMV Option Exercise Period from Tenant to Landlord of
written notice (the "Extended Term FMV Option
Notice") of the exercise of such Extended Term FMV Purchase Option which
irrevocably specifies a date, occurring no earlier than the ninetieth (90th) day
preceding the last day of the Extended Term then in effect, and no later than
the last day of the Extended Term then in effect, upon which the purchase shall
occur ( the "Extended
Term FMV Purchase Option Closing Date"). The
Extended Term FMV Option Notice must be accompanied by an appraisal showing the
FMV of each of the Projects, prepared by an appraiser who is both a member of
the American Institute of Appraisers and actively engaged in the appraisal of
real property in the area where each such Project is located. The exercise of an
Extended Term FMV Purchase Option by Tenant shall be irrevocable. Upon exercise
of an Extended Term FMV Purchase Option, the purchase shall be consummated on
the Extended Term FMV Purchase Option Closing Date specified in the Extended
Term FMV Option Notice. On the Extended Term FMV Purchase Option Closing Date,
the purchase of all Projects then subject to this Lease shallbe accomplished in
accordance with the provisions of Section 3.1, including, without limitation,
the payment of the Extended Term FMV Option Price, the payment of all other
costs and expenses outlined in said Section 3.1, and the delivery of the other
items described in said Section 3.1 (it being understood that for purposes of
satisfying the requirements of and complying with said Section 3.1, the Extended
Term FMV Purchase Option Closing Date shall be considered to be a Lease
Termination Date). Upon payment of the Extended Term FMV Option Price and all
other costs and expenses required to be paid by Tenant as outlined in Section
3.1, and upon satisfaction of the other requirements set forth in Section 3.1
with respect to the purchase of the applicable Projects by Tenant, this Lease
shall terminate. The "Extended Term FMV Option
Price" shall be equal to the aggregate of the respective FMV of each
Project subject to this Lease on the date of the conveyance of the Projects
pursuant to the Extended Term FMV Purchase Option.





ARTICLE
4.





4.1           Assignment and
Subletting.





(a)            Without
the prior written consent of Landlord, neither this Lease, nor any interest of
Tenant in this Lease or in the Premises, shall be sold, assigned, or otherwise
transferred, directly or indirectly, whether by operation of law or otherwise,
nor shall any of the issued or outstanding capital stock of Tenant be sold,
assigned or transferred, nor shall additional stock in Tenant be issued if the
issuance of additional stock will result in a change of the controlling stock
ownership of Tenant as held by the shareholders thereof on the date hereof (or
on the date that Landlord approved the transfer to the holder of Tenant's
leasehold interest in this Lease). For purposes of this Section 4. 1, the terms
"control" or "controlling" shall mean possession of the direct power to direct,
or cause the direction of, the management and policies of any person or entity,
whether through the ownership of voting securities, or partnership interest, or
otherwise. The transfer of stock of Tenant for the purposes of this Section 4.1
shall not include the sale of shares, which sale is effected through the
"over-the-counter market" or through any recognized stock exchange. In no event
shall any assignment, transfer of sublease or license relieve Tenant of any
liability or obligation under this Lease, which shall be and remain that of a
primary obligor and not a guarantor or surety.





(b)            So
long as no Event of Default shall have occurred and be continuing, Tenant may
sublet a Project (including, but not limited to, subleases to affiliates of
Tenant) and in connection therewith cause such sublessee to perform Tenant's
obligations hereunder; provided, however, (i) each such sublease shall expressly
be made subject to the provisions hereof, (ii) the term of any subletting shall
not extend beyond the Term of this Lease, (iii) no sublease shall affect or
reduce any obligation of the Tenant or right of the Landlord hereunder, and (iv)
all obligations of the Tenant hereunder shall continue in full force and effect
as the obligations of a principal and not of a guarantor or surety, as though no
subletting had been made. Neither this Lease nor the term hereby demised shall
be mortgaged or pledged by Tenant, nor shall Tenant mortgage or pledge its
interest in any sublease of any portion of the Premises or the rentals payable
thereunder. Any such mortgage or pledge, any sublease made other than as
expressly permitted by this Section 4.1, and any assignment of Tenant's interest
hereunder made other than as expressly permitted by this Section 4.1, shall be
void. Tenant shall, within 10 days after the execution of any sublease, deliver
a conformed copy thereof to Landlord.





(c)            So
long as no Event of Default shall have occurred and be continuing, Tenant may,
notwithstanding the provisions of Section 4.1(a), assign this Lease to an entity
which is wholly owned by a Guarantor (either directly or by one of its
wholly-owned or controlled subsidiaries); provided, however, (i) each such
assignment shall expressly be made subject to the provisions hereof, (ii) such
assignment shall be accomplished pursuant to a written assignment reasonably
approved by Landlord, (iii) each Guarantor shall specifically approve such
assignment and shall confirm in writing its continuing obligations under its
guaranty, (iv) Tenant and each Guarantor shall deliver such estoppels,
certificates, opinions of counsel (concerning the continuing enforceability of
this Lease and each guaranty of the Guarantors and any other document assigned
thereby), and other instruments as may be reasonably required by Landlord or, as
required by the Indenture, Lender, (v) Landlord shall have received evidence
satisfactory to it and, as required by the Indenture, to Lender that the
Residual Value Insurer will remain obligated under the Residual Value Policy to
the same extent as if such assignment had not occurred; (vi) the assignee shall
specifically assume all obligations of Tenant under this Lease and under any
other agreement of Tenant related hereto or thereto, (vii) all obligations of
the Tenant hereunder shall continue in full force and effect as the obligations
of a principal and not of a guarantor or surety, as though no assignment had
been made, (viii) the assignee must be a solvent entity, and (xi) the assignee
must either be an entity formed in the United States or must specifically
consent to jurisdiction in all applicable states of the United States, and must
provide an opinion in form reasonably acceptable to Landlord and, as required by
the Indenture, to Lender that such consent to jurisdiction is enforceable and
valid. A certified copy of the executed assignment approved by Landlord shall be
provided to Landlord within ten (10) days after the execution thereof. For the
purposes of this section, "control" means the power to direct the management and
policies of the applicable party, directly or indirectly, whether through
ownership of voting securities or other beneficial interests, by contract or
otherwise.





(d)           Without
implying any authority of Tenant to assign this Lease, if this Lease is assigned
pursuant to the provisions hereof, or if any Project or any part thereof is
sublet or occupied by any person or entity other than Tenant, Landlord may,
after an Event of Default has occurred and is continuing, collect rent from the
assignee, subtenant or occupant, and apply the net amount collected to the Basic
Rent and Additional Rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of this covenant, or the
acceptance of the assignee, subtenant or occupant as Tenant, or a release of
Tenant from the further performance by Tenant of the terms, covenants, and
conditions on the part of Tenant to be observed or performed hereunder, and,
subsequent to any assignment or subletting, Tenant's liability hereunder shall
continue notwithstanding any subsequent modification or amendment hereof or the
release of any subsequent tenant hereunder from any liability, to all of which
Tenant hereby consents in advance,








ARTICLE
5.





5.1           Conditional Limitations,
Default Provisions.





(a)          Any
of the following occurrences or acts shall constitute an "Event of Default" under this
Lease:





(i)            if
Tenant shall (1) fail to pay any Basic Rent, Additional Rent or other sum as and
when required to be paid by Tenant hereunder, and such failure shall continue
for two (2) Business Days after delivery of written notice from Landlord (or
Lender) to Tenant that such payment was not received when due, or (2) fail to
observe or perform any other provision hereof and such failure shall continue
for thirty (30) days after written notice to Tenant of such failure (provided,
that in the case of any such failure which is capable of being cured but cannot
be cured by the payment of money and cannot with diligence be cured within such
30-day period, if Tenant shall commence promptly to cure the same and thereafter
prosecute the curing thereof with diligence, the time within which such failure
may be cured shall be extended for such period as is necessary to complete the
curing thereof with diligence, but in no event to exceed one hundred twenty
(120) days from the date of such failure); or





(ii)           
if any representation or warranty of Tenant or Guarantor set forth herein or in
any notice, certificate, demand, request or other document or instrument
delivered to Landlord in connection with this Lease shall prove to be incorrect
in any material respect as of the time when the same shall have been made;
or





(iii)           if
Tenant or ACCOR or any guarantor of Tenant's obligations under this Lease (ACCOR
and/or any such guarantor are each referred to herein as a "Guarantor") shall
file a petition in bankruptcy or for reorganization or for an arrangement,
administration, liquidation or receivership pursuant to any federal or state law
(or any other law governing a Guarantor), or shall be adjudicated a bankrupt or
become insolvent or shall make an assignment for the benefit of creditors or
shall admit in writing its inability to pay its debts generally as they become
due, or if a petition or answer proposing the adjudication of Tenant or a
Guarantor as a bankrupt or its reorganization pursuant to any federal or state
bankruptcy, liquidation, voluntary administration, administration, receivership,
moratorium or trust law or any similar federal or state law shall be filed in
any court and Tenant or such Guarantor shall consent to or acquiesce in the
filing thereof or such petition or answer shall not be discharged or denied
within ninety (90) days after the filing thereof; or





(iv)           if
a receiver, trustee, administrator or liquidator of Tenant or any Guarantor or
of all or substantially all of the assets of Tenant or such Guarantor or of any
Project or Tenant's estate therein shall be appointed in any proceeding brought
by Tenant or a Guarantor, or if any such receiver, trustee or liquidator shall
be appointed in any proceeding brought against Tenant or a Guarantor and shall
not be discharged within ninety (90) days after such appointment, or if Tenant
or a Guarantor shall consent to or acquiesce in such appointment;
or





(v)           if
any Project shall have been left unoccupied and unattended for a period of
thirty (30) days (other than for renovation or reconstruction or during periods
of seasonal closure); or




(vi)          if
Tenant or a Guarantor shall dissolve or otherwise fail to maintain its legal existence;
or





(vii)         if
Tenant shall default under Sections 4.1(a), 4.1(b) or 10.3 of this
Lease





(viii)        if
any Guarantor shall default under the provisions of its guaranty;
or





(ix)           if
Tenant shall fail to maintain any insurance required to be maintained by Tenant
in accordance with the terms and conditions of Section 3.7 hereof.





(b)           If
an Event of Default shall have occurred and be continuing Landlord shall be
entitled to all remedies available at law or in equity. Without limiting the
foregoing, Landlord shall have the right to give Tenant notice of Landlord's
termination of the term of this Lease. Upon the giving of such notice, the term
of this Lease and the estate hereby granted shall expire and terminate on such
date as fully and completely and with the same effect as if such date were the
date herein fixed for the expiration of the term of this Lease, and all rights
of Tenant hereunder shall expire and terminate, but Tenant shall remain liable
as hereinafter provided.





(c)           If
an Event of Default shall have happened and be continuing, Landlord shall have
the immediate right, whether or not the term of this Lease shall have been
terminated pursuant to Section 5.1(b), to re-enter and repossess the Premises
and the right to remove all persons and property therefrom by summary
proceedings, ejectment, any other legal action or in any lawful manner Landlord
determines to be necessary or desirable, so long as Landlord is proceeding in
accordance with applicable law and, if required under applicable law, under
authority of a court of proper jurisdiction. Landlord shall be under no
liability by reason of any such re-entry, repossession or removal. No such
re-entry, repossession or removal shall be construed as an election by Landlord
to terminate this Lease unless a notice of such termination is given to Tenant
pursuant to Section 5.1(b).





(d)           At
any time or from time to time after a re-entry, repossession or removal pursuant
to Section 5.1(c), whether or not the term of this Lease shall have been
terminated pursuant to Section 5.1(b), Landlord may (but shall be under no
obligation to) relet any or all of the Projects for the account of Tenant, in
the name of Tenant or Landlord or otherwise, without notice to Tenant, for such
term or terms and on such conditions and for such uses as Landlord, in its
absolute discretion, may determine. Landlord may collect any rents payable by
reason of such reletting. Landlord shall not be liable for any failure to relet
any of the Projects or for any failure to collect any rent due upon any such
reletting.





(e)           No
expiration or earlier termination of the term of this Lease pursuant to Section
5.1(b), by operation of law or otherwise, and no re-entry, repossession or
removal pursuant to Section 5.1(c) or otherwise, and no reletting of the
Premises pursuant to Section 5.1(d) or otherwise, shall relieve Tenant of its
liabilities and obligations hereunder, all of which shall survive such
expiration, termination, re-entry, repossession, removal or
reletting.





(f)           In
the event of the expiration or earlier termination of the term of this Lease or
re-entry or repossession of the Premises or removal of persons or property
therefrom by reason of the occurrence of an Event of Default, Tenant shall pay
to Landlord all Basic Rent, Additional Rent and other sums required to be paid
by Tenant, in each case together with interest thereon at the Rate from the due
date thereof to and including the date of such expiration, termination,
re-entry, repossession or removal; and thereafter, Tenant shall, until the end
of what would have been the term of this Lease in the absence of such
expiration, termination, re-entry, repossession or removal and whether or not
any Projects shall have been relet, be liable to Landlord for, and shall pay to
Landlord, as liquidated and agreed current damages: (i) all Basic Rent,
Additional Rent and other sums which would be payable under this Lease by Tenant
in the absence of any such expiration, termination, re-entry, repossession or
removal, less (ii) the net proceeds, if any, of any reletting effected for the
account of Tenant pursuant to Section 5.1(d), after deducting from such proceeds
all expenses of Landlord in connection with such reletting (including, without
limitation, all repossession costs, brokerage commissions, reasonable attorneys'
fees and expenses (including fees and expenses of appellate proceedings),
employees' expenses, alteration costs and expenses of preparation for such
reletting). Tenant shall pay such liquidated and agreed current damages on the
dates on which Basic Rent would be payable under this Lease in the absence of
such expiration, termination, re-entry, repossession or removal, and Landlord
shall be entitled to recover the same from Tenant on each such
date.





(g)           At
any time after any such expiration or earlier termination of the term of this
Lease or re-entry or repossession of the Premises or removal of persons or
property thereon by reason of the occurrence of an Event of Default, whether or
not Landlord shall have previously collected any liquidated and agreed current
damages pursuant to Section 5.1(f), Landlord shall be entitled to recover from
Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and
agreed final damages for Tenant's default and in lieu of all liquidated and
agreed current damages beyond the date of such demand as outlined in Section 5.1
(f) above (it being agreed that it would be impracticable or extremely difficult
to fix the actual damages), an amount equal to the excess, if any, of (a) the
aggregate of all Basic Rent, Additional Rent and other sums which would be
payable under this Lease, in each case from the date of such demand (or,if it be earlier, the date
to which Tenant shall have satisfied in full its obligations under Section
5.1(f) to pay liquidated and agreed current damages) for what would be the
then-unexpired term of this Lease in the absence of such expiration,
termination, re-entry, repossession or removal, discounted at a rate equal to
the then yield on U.S. Treasury obligations of comparable maturity to the Term
(the "Treasury
Rate") over (b) the then fair rental value of the Premises for what would
be such then unexpired term of this Lease, discounted at the Treasury Rate for
the same period (such excess being hereinafter referred to as "Liquidated
Damages"). For purposes of determining value pursuant to this Section 5.1(g),
the following shall apply: (a) determinations of fair rental value shall be made
by an MAT appraiser (engaged by Landlord) who is a member of the American
Institute of Appraisers, with copies of such determinations and supporting
analysis to be provided to Tenant; and (b) all determinations of Liquidated
Damages shall be binding on Tenant in the absence of manifest error. If any law
shall limit the amount of liquidated final damages to less than the amount above
agreed upon, Landlord shall be entitled to the maximum amount allowable under
such law.





5.2           Bankruptcy or
Insolvency.





(a)            In
the event that Tenant shall become a debtor in a case filed under Chapter 7 of
the Bankruptcy Code and Tenant's trustee or Tenant shall elect to assume this
Lease for the purpose of assigning the same or otherwise, such election and
assignment may be made only if the provisions of Sections 5.2(b) and 5.2(d) are
satisfied as if the election to assume were made in a case filed under Chapter
11 of the Bankruptcy Code. If Tenant or Tenant's trustee shall fail to elect to
assume this Lease within 60 days after the filing of such petition or such
additional time as provided by the court within such 60-day period, this Lease
shall be deemed to have been rejected. Immediately thereupon Landlord shall be
entitled to possession of the Premises without further obligation to Tenant or
Tenant's trustee and this Lease upon the election of Landlord shall terminate,
but Landlord's right to be compensated for damages (including, without
limitation, liquidated damages pursuant to any provision hereof) or the exercise
of any other remedies in any such proceeding shall survive, whether or not this
Lease shall be terminated.





(b)





(i)           In
the event that Tenant shall become a debtor in a case filed under Chapter 11 of
the Bankruptcy Code, or in a case filed under Chapter 7 of the Bankruptcy Code
which is transferred to Chapter 11, Tenant's trustee or Tenant, as
debtor-in-possession, must elect to assume this Lease within 120 days from the
date of the filing of the petition under Chapter 11 or the transfer thereto or
Tenant's trustee or the debtor-in-possession shall be deemed to have rejected
this Lease. In the event that Tenant, Tenant's trustee or the
debtor-in-possession has failed to perform all of Tenant's obligations under
this Lease within the time periods (excluding grace periods) required for such
performance, no election by Tenant's trustee or the debtor-in-possession to
assume this Lease, whether under Chapter 7 or Chapter 11, shall be permitted or
effective unless each of the following conditions has been
satisfied:





(1)           
Tenant's trustee or the debtor-in-possession has cured all Events of Default
under this Lease, or has provided Landlord with Assurance (as hereinafter
defined) that it will cure all Events of Default susceptible of being cured by
the payment of money within 10 days from the date of such assumption and that it
will cure all other Events of Default under this Lease which are susceptible of
being cured by the performance of any act promptly after the date of such
assumption.





(2)           Tenant's
trustee or the debtor-in-possession has compensated Landlord, or has provided
Landlord with Assurance that within 10 days from the date of such assumption it
will compensate Landlord, for any actual pecuniary loss incurred by Landlord
arising from the default of Tenant, Tenant's trustee, or the
debtor-in-possession as indicated in any statement of actual pecuniary loss sent
by Landlord to Tenant's trustee or the debtor-in-possession.





(3)           Tenant's
trustee or the debtor-in-possession has provided Landlord with Assurance of the
future performance of each of the obligations of Tenant, Tenant's trustee or the
debtor-in-possession under this Lease, and, if Tenant's trustee or the
debtor-in-possession has provided such Assurance, Tenant's trustee or the
debtor-in-possession shall also (i) deposit with Landlord, as security for the
timely payment of rent hereunder, an amount equal to 1 advance installment (in
addition to the installment then due as a result Basic Rent being payable in
advance pursuant to subitem (ii) below) of Basic Rent (at the rate then payable)
which shall be applied to installments of Basic Rent in the inverse order in
which such installments shall become due provided all the terms and provisions
of this Lease shall have been complied with, (ii) agree that from and after such
date all Basic Rent shall be due and payable in advance (rather than in arrears)
on each Payment Date, and (iii) pay in advance to Landlord on the date each
installment of Basic Rent is payable a pro rata share of Tenant's annual
obligations for Additional Rent and other sums pursuant to this Lease, such that
Landlord shall hold funds sufficient to satisfy all such obligations as they
become due. The obligations imposed upon Tenant's trustee or the
debtor-in-possession by this Section shall continue with respect to Tenant or
any assignee of this Lease after the completion of bankruptcy
proceedings.





(4)           The
assumption of this Lease will not breach or cause a default under any provision
of any other lease, mortgage, financing arrangement or other agreement by which
Landlord is bound.





(ii)           For
purposes of this Section 5.2, Landlord and Tenant acknowledge that "Assurance" shall
mean no less than: Tenant's trustee or the debtor-in-possession has and will
continue to have sufficient unencumbered assets after the payment of all secured
obligations and administrative expenses to assure Landlord that sufficient funds
will be available to fulfill the obligations of Tenant under this Lease, and (x)
there shall have been deposited with Landlord, or the Bankruptcy Court shall
have entered an order segregating, sufficient cash payable to Landlord, and/or
(y) Tenant's trustee or the debtor-in-possessionshall have granted a valid and
perfected first lien and security interest and/or mortgage in property of
Tenant, Tenant's trustee or the debtor-in-possession, acceptable as to value and
kind to Landlord, to secure to Landlord the obligation of Tenant, Tenant's
trustee or the debtor-in-possession to cure the Events of Default under this
Lease, monetary and/or non-monetary, within the time periods set forth
above.





(c)           In
the event that this Lease is assumed in accordance with Section 5.2(b) and
thereafter Tenant is liquidated or files or has filed against it a subsequent
petition under Chapter 7 or Chapter 11 of the Bankruptcy Code, Landlord may, at
its option, terminate this Lease and all rights of Tenant hereunder by giving
Tenant notice of its election to so terminate within 30 days after the
occurrence of any such event.





(d)           
If Tenant's trustee or the debtor-in-possession has assumed this Lease pursuant
to the terms and provisions of Sections 5.2(a) or 5.2(b) for the purpose of
assigning (or elects to assign) this Lease, this Lease may be so assigned only
if the proposed assignee (the "Assignee") has
provided adequate assurance of future performance (as hereinafter defined) of
all of the terms, covenants and conditions of this Lease to be performed by
Tenant. Landlord shall be entitled to receive all cash proceeds of such
assignment. As used herein "adequate assurance of future performance" shall mean
no less than that each of the following conditions has been
satisfied:





(i)           
the Assignee has furnished Landlord with either (1) (x) a copy of a credit
rating of Assignee which Landlord reasonably determines to be sufficient to
assure the future performance by Assignee of Tenant's obligations under this
Lease and (y) a current financial statement of Assignee audited by a certified
public accountant indicating a net worth and working capital in amounts which
Landlord reasonably determines to be sufficient to assure the future performance
by Assignee of Tenant's obligations under this Lease, or (ii) a guarantee or
guarantees, in form and substance satisfactory to Landlord, from one or more
persons with a credit rating and net worth equal to or exceeding the credit
rating and net worth of Tenant as of the date hereof.





(ii)           Landlord
has obtained all consents or waivers from others required under any lease,
mortgage, financing arrangement or other agreement by which Landlord is bound to
permit Landlord to consent to such assignment.





(iii)           The
proposed assignment will not release or impair any guaranty of the obligations
of Tenant (including the Assignee) under this Lease.





(e)           When,
pursuant to the Bankruptcy Code, Tenant's trustee or the debtor-in-possession
shall be obligated to pay reasonable use and occupancy charges for the use of
the Premises, such charges shall not be less than the Basic Rent, Additional
Rent and other sums payable by Tenant under this Lease.





(f)           Neither
the whole nor any portion of Tenant's interest in this Lease or its estate in
the Premises shall pass to any trustee, receiver, assignee for the benefit of
creditors, or any other person or entity, by operation of law or otherwise under
the laws of any state having jurisdiction of the person or property of Tenant
unless Landlord shall have consented to such transfer. No acceptance by Landlord
of rent or any other payments from any such trustee, receiver, assignee, person
or other entity shall be deemed to constitute such consent by Landlord nor shall
it be deemed a waiver of Landlord's right to terminate this Lease for any
transfer of Tenant's interest under this Lease without such
consent.





(g)           In
the event of an assignment of Tenant's interests pursuant to this Section 5.2.,
the right of Assignee to extend the term of this Lease for an Extended Term
beyond the then term of this Lease shall be extinguished.





(h)           In
the event that Landlord terminates this Lease following an Event of Default and
takes possession of the Projects, Tenant agrees to cause Motel 6 Operating L.P.
("Motel 6") to grant to Landlord a franchise to continue to operate the Projects
under the Motel 6 flag as a franchisee of Motel 6, provided that Landlord meets
and complies with all then prevailing requirements for franchisees of Motel 6,
including, without limitation, (i) entering into the then current standard
franchise agreement used by Motel 6, (ii) paying all fees and royalties required
to be paid pursuant to such standard franchise agreement, and (iii) causing the
Projects to meet all applicable property standards imposed by such standard
franchise agreement (provided, however, that if the failure of one or more
Projects to meet such applicable property standards is attributable to a failure
by Tenant to perform any obligation on its part to perform hereunder, then
Tenant shall cause Motel 6 to provide Landlord with a period of thirty (30)
months from the commencement of the term of such franchise agreement within
which to cause the Projects to meet the applicable property standards). The
rights granted to Landlord under this Section 5.2(h) shall be assignable by
Landlord to any transferee of a Project which meets and complies with all then
prevailing requirements for franchisees of Motel 6. The provisions of this
Section 5.2(h) shall survive the termination of this Lease.





5.3           Additional Rights of
Landlord.





(a)            
No right or remedy hereunder shall be exclusive of any other right or remedy,
but shall be cumulative and in addition to any other right or remedy hereunder
or now or hereafter existing. Failure to insist upon the strict performance of
any provision hereof or to exercise any option, right, power or remedy contained
herein shall not constitute a waiver or relinquishment thereof for the future.
Receipt by Landlord of any Basic Rent, Additional Rent or other sums payable
hereunder with knowledge of the breach of any provision hereof shall not
constitute waiver of such breach, and no waiver by Landlord of any provision
hereof shall be deemed to have been made unless made in writing duly executed by
Landlord. Landlord shall be entitled to injunctive relief in case of the
violation, or attempted or threatened violation, of any of the provisions
hereof, or to a decree compelling performance of any of the provisions hereof,
or to any other remedy allowed to Landlord by law or equity.





(b)            Tenant
hereby waives and surrenders for itself and all those claiming under it,
including creditors of all kinds, (i) any right and privilege which it or any of
them may have to redeem any portion of the Premises or to have a continuance of
this Lease after termination of Tenant's right of occupancy by order or judgment
of any court or by any legal process or writ, or under the terms of this Lease,
or after the termination of the term of this Lease as herein provided, and (ii)
the benefits of any law which exempts property from liability for debt or for
distress for rent.





(c)            If
Tenant shall be in default in the observance or performance of any term or
covenant on Tenant's part to be observed or performed under any of the
provisions of this Lease, then, without thereby waiving such default, Landlord
may, but shall be under no obligation to, take all action, including, without
limitation, entry upon any or all of the Projects to perform the obligation of
Tenant hereunder immediately and without notice in the case of an emergency and
upon 5 days' written notice to Tenant in other cases. All expenses incurred by
Landlord inconnection
therewith, including attorneys' fees and expenses (including those incurred in
connection with any appellate proceedings), together with interest thereon at
the Rate from the date any such expenses were incurred by Landlord until the
date of payment by Tenant, shall constitute Additional Rent and shall be paid by
Tenant to Landlord upon demand.





(d)            If
Tenant shall be in default in the performance of any of its obligations
hereunder, Tenant shall pay to Landlord or Lender, as appropriate, on demand,
all expenses incurred by Landlord or Lender as a result thereof, including
reasonable attorneys' fees and expenses (including those incurred in connection
with any appellate proceedings). If Landlord or Lender shall be made a party to
any litigation commenced against Tenant and Tenant shall fail to provide
Landlord or Lender with counsel reasonably approved by Landlord or Lender, as
appropriate, and pay the expenses thereof, Tenant shall pay all costs and
reasonable attorneys' fees and expenses in


connection
with such litigation (including fees and expenses incurred in connection with
any appellate proceedings).








ARTICLE
6.





6.1           Notices and Other
Instruments. All notices, consents, approvals and requests required or
permitted hereunder shall be given in writing and shall be effective for all
purposes if hand delivered or sent by (i) certified or registered United States
mail, postage prepaid, return receipt requested, or (ii) expedited prepaid
delivery service, either overnight delivery service of a nationally recognized
courier, commercial or United States Postal Service, with proof of attempted
delivery, addressed as follows:





If to
Landlord:                          M-Six
Penvest II Business Trust


1100 North Market Street


Rodney Square North


Wilmington, Delaware
19890


Attention: Corporate Trust
Administration





With copy
to:          U.S. Realty
Advisors, LLC


1370
Avenue of the Americas, 29th Floor


New
York, New York 10019


Attention:
David M. Ledy





With copy
to:           Proskauer
Rose LLP


1585 Broadway


New York, New York 10036


Attention: Perry A. Cacace,
Esq.





With copy
to:           Nomura
Asset Capital Corporation


Two World Financial Center, Building
B


New York, New York 10281


Attention: Barry Fuut,
Esq.





With copy
to:           Nomura
Asset Capital Corporation


c/o Nomura Asset Capital Services
LLC


600 E. Las Colinas Blvd.


Suite 1300


Irving, TX 75039


Attention: Legal
Department





With copy
to:          Day, Berry &
Howard LLP


260 Franklin Street


Boston, MA 02110


Attention: Cynthia J. Williams,
Esq.





If to
Tenant:                             Universal
Commercial Credit Leasing III, Inc.


300 Delaware Avenue,
Suite 571


Wilmington, Delaware
19801


Attention: Barry
Crozier














With a copy
to:        ACCOR


Tour Maine Montparnasse


33, Avenue Du Maine


75755 Paris Cedex
15


France


Attention: Director Finances et
Participations





With a copy
to:        Motel 6 Operating
L.P.


14651 Dallas
Parkway


Suite 500


Dallas, Texas
75240


Attention:
CFO





With a copy
to:        Motel 6 Operating
L.P.


14651 Dallas
Parkway


Suite 500
Dallas


Texas 75240


Attention: General
Counsel





Such
address may be changed by any party in a written notice to the other parties
hereto in the manner provided for in this Section. A notice shall be deemed to
have been delivered: in the case of hand delivery, at the time of delivery; in
the case of registered or certified mail, when delivered or the first attempted
delivery on a Business Day; or in the case of expedited prepaid delivery, upon
the first attempted delivery on a Business Day. A party receiving a notice which
does not comply with the technical requirements for notice under this Section
may elect to waive any deficiencies and treat the notice as having been properly
given.





6.2           Estoppel Certificates,
Financial Information.





(a)           Tenant
shall at any time and from time to time during, the term of this Lease upon not
less than ten (10) days after prior written request by Landlord, execute,
acknowledge and deliver to Landlord or to any prospective purchaser, assignee or
mortgagee or third party designated by Landlord, a certificate stating: (i) that
this Lease is unmodified and in force and effect (or if there have been
modifications, that this Lease is in force and effect as modified, and
identifying the modification agreements); (ii) the date to which Basic Rent has
been paid; (iii) whether there is any existing default by the Tenant in the
payment of Basic Rent, whether there is an existing default by the Tenant in the
payment of any Additional Rent beyond any applicable grace period, and whether
there is any other existing default or Event of Default by either party hereto,
and, if there is any such default, specifying the nature and extent thereof and
the action taken to cure such default; (iv) whether there are any actions or
proceedings pending against the Premises before any governmental authority to
condemn any Project or any portion thereof or any interest therein and whether,
to the knowledge of Tenant, any such actions or proceedings have been
threatened; (v) whether there exists any material unrepaired damage to any
Project from fire or other casualty; (vi) whether, to the knowledge of Tenant,
there is any existing default by Landlord under this Lease; and (vii) other
items that may be reasonably requested. Any such certificate may be relied upon
by any actual or prospective mortgagee or purchaser of a Project.





(b)           Tenant
will deliver to Landlord and to any Lender copies of all financial statements,
reports, notices and proxy statements sent by Tenant to its stockholders or to
the Securities and Exchange Commission; provided, however, that if such
statements and reports do not include the following information, Tenant will
deliver to Landlord the following:





(i)           Within
120 days after the end of each fiscal year of Tenant, a balance sheet of Tenant
and its consolidated subsidiaries as at the end of such year and a statement of
profits and losses of Tenant and its consolidated subsidiaries for such year
setting forth in each case, in comparative form, the corresponding figures for
the preceding fiscal year in reasonable detail and scope and audited by
independent certified public accountants of recognized national standing
selected by Tenant; and within 60 days after the end of each fiscal quarter of
Tenant a balance sheet of Tenant and its consolidated subsidiaries as at the end
of such quarter and statements of profits and losses of Tenant and its
consolidated subsidiaries for such quarter setting forth in each case, in
comparative form, the corresponding figures for the similar quarter of the
preceding year, in reasonable detail and scope, and certified by the chief
financial officer of Tenant, the foregoing financial statements all being
prepared in accordance with generally accepted accounting principles,
consistently applied;





(ii)           Within
60 days after the end of each fiscal quarter of Tenant, property level operating
statements as at the end of such quarter, setting forth, in comparative form,
the corresponding figures for the similar quarter of the preceding year, in
reasonable detail and scope, certified by the chief financial officer or
treasurer of Tenant, and prepared in accordance with generally accepted
accounting principles, consistently applied; such quarterly property level
operating statements shall (x) consist of occupancy rates and average daily
rates with respect to each Project as at the end of such quarter, and (y) if an
Event of Default shall have occurred and be continuing or if Guarantor shall
have not an Investment Grade Rating, consist of a profit and loss statement
(including occupancy rates and average daily rates) with respect to each Project
as at the end of such quarter;





(iii)           With
reasonable promptness, such additional information (including copies of public
reports filed by Tenant) regarding the business affairs and financial condition
of Tenant as Landlord may reasonably request.





(c)           Upon
request of Landlord, and upon concurrent compliance with the provisions of
6.2(d) below, Tenant shall enter into an agreement with any Lender pursuant to
which Tenant shall agree:





(i)           that
in the event that any such Lender, or any purchaser at a foreclosure sale, shall
acquire title to a Project, Tenant shall attornto such Lender or such purchaser,
as the case may be, as its new Landlord and this Lease shall continue as a
direct lease between Tenant and such Lender or purchaser, as the case may be,
with respect to the Premises upon the terms and conditions set forth herein
except that such Lender or purchaser, as the case may be, shall not be liable to
Tenant for any actions or omissions of Landlord prior to the date such Lender or
purchaser, as the case may be, acquired title to the applicable
Project;





(ii)           Tenant
shall not enter into any agreement with Landlord for the termination of this
Lease unless Tenant receives the written consent of the Lender to such
termination;





(iii)           
no rejection by Landlord of any Rejectable Offer pursuant to this Lease shall be
effective unless Tenant receives the written consent of the Lender to such
rejection;





(iv)           no
rejection or acceptance by Landlord of any Rejectable Substitution Offer
pursuant to this Lease shall be effective unless Tenant receives the written
consent of the Lender to such rejection or acceptance;





(v)           no
consent to the release of Tenant from liability under this Lease upon assignment
of this Lease or sublease of any Project shall be effective unless Tenant shall
receive the written consent of such Lender; and





(vi)           no
subordination, amendment or modification of this Lease shall be effective unless
Tenant receives the written consent of the Lender thereto and written evidence
in writing from the Rating Agencies that any such action shall not result in a
withdrawal, qualification or downgrade of the current ratings for any securities
issued in connection with any securitization or other secondary market
transaction in which the indebtedness secured by the Indenture is
included.





(d)           Upon
receipt of a request from Landlord for the agreement described in Section 6.2(c)
above, Tenant's obligations under Section 6.2(c) above shall be conditioned upon
such Lender entering into a non-disturbance and attornment agreement which shall
provide that unless an Event of Default then exists under this Lease, Lender
shall not join Tenant as a defendant in any action to foreclose upon the
interest of Landlord in the Premises and, upon the Lender's foreclosure of
Landlord's interest in the Premises by judicial proceedings or otherwise, such
Lender shall not be entitled to, nor shall it seek to terminate this Lease or
Tenant's interest in the Premises, provided, that,
Tenant, from and after the date of such succession, attorns to such Lender, pays
to such Lender all items of Basic Rent, Additional Rent and other items accruing
from and after such date and otherwise remains in compliance with all other
terms and provisions of this Lease. Tenant hereby acknowledges that the
Assignment of Master Lease and Guaranty Consent Agreement of even date herewith,
among Tenant, Landlord and Lender constitutes such an agreement. In the event
that Tenant shall execute a separate document for the benefit of a Lender
relating to subordination, attornment or non-disturbance, such document shall
control to the extent that it conflicts with the provisions of this Section
6.2(d).





ARTICLE
7.





7.1           Environmental Covenant and
Warranty.





(a)           Tenant
represents and warrants to Landlord and, as hereby required by Landlord, Lender
that:





(i)            each
of the Projects complies with all present or future federal, state or local law,
statute, regulation or ordinance, and any judicial or administrative order or
judgment thereunder, and judicial opinions or orders, pertaining to health,
industrial hygiene, Hazardous Substances or the environment, including, but not
limited to, each of the following, as enacted as of the date hereof or as
hereafter amended: the Comprehensive Environmental Response, Compensation and
Liability Act of 1980,42 U.S.C. §§ 9601 et seq.; the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control
Act, 15 U.S.C. §§ 2601 et seq.; the Water Pollution Control Act (also known as
the Clean Water Act), 33 U.S.C. §§ 1251 et seq.; the Clean Air Act, 42 U.S.C. §§
7401 et seq.; and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801
et seq. (collectively, the "Environmental
Laws");





(ii)            no
notices, complaints or orders of violation or non-compliance with Environmental
Laws have been received by Tenant and, to the best of Tenant's actual knowledge,
no federal, state or local environmental investigation or proceeding is pending
or threatened with regard to any Project or any use thereof or any alleged
violation of Environmental Laws with regard to any Project;





(iii)            none
of the Projects, or any portion thereof, has been used by Tenant or, to the best
of Tenant's knowledge, after due inquiry, by any prior owner for the generation,
manufacture,
storage,handling,transfer,treatment,recycling,transportation,processing,
production, refinement or disposal (each, a "Regulated Activity")
of any material, waste or substance which is (1) included within the definitions
of "hazardous substances," "hazardous materials," "toxic substances," or "solid
waste" in or pursuant to any Environmental Law, or subject to regulation under
any Environmental Law; (2) listed in the United States Department of
Transportation Optional Hazardous Materials Table, 49 C.F.R. § 172.101, as
enacted as of the date hereof or as hereafter amended, or in the United States
Environmental Protection Agency List of Hazardous Substances and Reportable
Quantities, 40 C.F.R. Part 302, as enacted as of the date hereof or as hereafter
amended; or (3) explosive, radioactive, friable asbestos, a polychlorinated
biphenyl, petroleum or a petroleum product or waste oil (herein "Hazardous
Substance");





(iv)            to
Tenant's knowledge, no underground storage tanks or surface impoundments have
been installed in any Project in violation of applicable Environmental Laws and
there exists no Hazardous Substance contamination in violation of applicable
Environmental Laws to any Project which originated on or off the applicable
Project; and





(v)            to
Tenant's knowledge and except as otherwise specifically set forth in the Phase I
environmental reports delivered to Landlord in connection with its acquisition
of the Projects, each of the Projects is free of Hazardous Substances and
friable asbestos, the removal of which is required or the maintenance of which
is prohibited or penalized by any Environmental Law.





(b)           Tenant
covenants that during the Term of this Lease it (i) shall comply, and cause each
of the Projects to comply, with all Environmental Laws applicable to the
Projects, (ii) shall not use and shall prohibit the use of each of the Projects
for Regulated Activities or for the storage or handling of any Hazardous
Substance (other than in connection with the operation and maintenance of a
Project and in commercially reasonable quantities as a consumer thereof, subject
to, in any event, compliance with Environmental Laws), (iii) shall not install
or permit the installation on any of the Projects of any underground storage
tanks or surface impoundments and shall not knowingly permit there to exist any
petroleum contamination in violation of applicable Environmental Laws to the
Projects originating on or off the Projects (other than in connection with the
use, operation and maintenance of the Projects and then only in compliance with
applicable Environmental Laws and all other applicable laws, rules, orders,
ordinances, regulations and requirements now or hereafter enacted or promulgated
of every government and municipality having jurisdiction over the Projects and
of any agency thereof) or asbestos-containing materials (it being understood
that Tenant shall not be obligated to remove existing non-friable asbestos
unless hereafter required pursuant to any Legal Requirement or unless such
non-friable asbestos is hereafter disturbed by renovation, casualty or other
event, in which event the non-friable asbestos shall be removed and provided,
further, that any existing non-friable asbestos shall be maintained in
accordance with prudent industry standards, including an appropriate operations
and maintenance program), and (iv) shall cause any alterations of any of the
Projects to be done in a way so as to not expose the persons working on or
visiting the applicable Project to Hazardous Substances and in connection with
any such alterations shall remove any Hazardous Substances present upon any
Project which are not in compliance with Environmental Laws or which present a
danger to persons working on or visiting the applicable Project.





(c)           
If any investigation, site monitoring, containment, cleanup, removal,
restoration or other remedial work of any kind or nature (collectively, the
"Remedial
Work") is required on the Premises pursuant to an order or directive of
any Governmental Authority (as hereinafter defined) or under any applicable
Environmental Law, or in Landlord's opinion, based upon recommendations of
qualified environmental engineer reasonably acceptable to Landlord, after notice
to Tenant, is reasonably necessary to prevent future liability under any
applicable Environmental Law, because of or in connection with the current or
future presence, suspected presence, release, or suspected release of a
Hazardous Substance into the air, soil, ground water, surface water, or soil
vapor on, under or emanating from any Project or any portion thereof, Tenant
shall (at Tenant's sole cost and expense), or shall cause such responsible third
parties to, promptly commence and diligently prosecute to completion all such
Remedial Work. In all events, such Remedial Work shall be commenced within
thirty (30) days (or such shorter period as may be required under any applicable
Environmental Law) after the earlier to occur of Tenant's knowledge that
remediation is required under applicable Environmental Laws or any demand
therefor by Landlord; however, Tenant shall not be required to commence such
Remedial Work within the above-specified time periods if (x) prevented from
doing so by any Governmental Authority, (y) commencing such Remedial Work within
such time periods would result in Tenant or such Remedial Work violating any
Environmental Law or (z) Tenant is contesting in good faith and by appropriate
proceedings the applicability of the relevant Environmental Laws in accordance
with Section 2.6 of this Lease; provided, however, that such contest shall not
permit or materially increase the risk of the spread, release or suspected
release of any Hazardous Substance into the air, soil, ground water, surface
water, or soil vapor on, under or emanating from any Project or any portion
thereof during the pendency of such contest. "Governmental
Authority" shall mean any federal, state, regional or local government or
political subdivision thereof and any Person exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.





(d)           All
Remedial Work shall be performed by contractors, and under the supervision of a
consulting engineer, each approved in advance by Landlord (which approval shall
not be unreasonably withheld or delayed). All costs and expenses reasonably
incurred in connection with such Remedial Work and Landlord's or Lender's
reasonable monitoring or review of such Remedial Work which Lender or Landlord
may, but are not obligated to, do (including reasonable attorneys, fees and
disbursements, but excluding internal overhead, administrative and similar costs
of Lender and Landlord) shall be paid by Tenant. If Tenant does not timely
commence and diligently prosecute to completion the Remedial Work, then,
Landlord or, as required by the Indenture, Lender, may (but shall not be
obligated to) cause such Remedial Work to be performed. Tenant agrees to bear
and shall pay or reimburse Landlord or Lender, as the case may be, on demand for
all advances and expenses (including reasonable attorneys' fees and
disbursements, but excluding internal overhead, administrative and similar costs
of Landlord or Lender) reasonably relating to or incurred by Landlord or Lender
in connection with monitoring, reviewing or performing any such Remedial
Work.





(e)           Except
with the prior written consent of Landlord and, as required by the Indenture,
Lender, which consent shall not be unreasonably withheld or delayed, Tenant
shall not commence any Remedial Work or enter into any settlement agreement,
consent decree or other compromise relating to any Hazardous Substances or
Environmental Laws which might, in Landlord's reasonable judgment, impair the
value of any Project to a material degree. Landlord's and Lender's prior written
consent shall not be required, however, if the presence or threatened presence
of Hazardous Substances on, under or about a Project poses an immediate threat
to the health, safety or welfare of any person or is of such a nature that an
immediate remedial response is necessary, or if Lender or Landlord, as
applicable, fails to respond to any notification by Tenant hereunder within
twenty (20) Business Days from the date of such notification. In such event,
Tenant shall notify Lender and Landlord as soon as practicable of any action
taken.





(f)           Upon
reasonable prior notice, Landlord and, as required by the Indenture, Lender and
their agents, representatives and employees shall have the right at all
reasonable times and during normal business hours, except to the extent such
access is limited by applicable law, to enter upon and inspect all or any
portion of a Project; provided, however, that such inspections shall not
unreasonably interfere with the operation thereof. Landlord or Lender, at their
sole expense, except as provided in subparagraph (g) hereof, (i) may retain an
environmental consultant to conduct and prepare reports of such inspections and
(ii) Tenant shall be given a reasonable opportunity to review any and all
reports, data and other documents or materials reviewed or prepared by the
consultant, and to submit comments and suggested revisions or rebuttals to same.
The inspection rights granted to Landlord and Lender in this Section shall be in
addition to, and not in limitation of, any other inspection rights granted to
Landlord or Lender in this Lease, and shall expressly include the right to
conduct soil borings and other customary environmental tests, assessments and
audits in compliance with applicable Legal Requirements; provided, however,
that, except as set forth in clause (g) below, Lender or Landlord, as
applicable, shall cause to be repaired any damage caused by such borings, tests,
assessments or audits.





(g)           Tenant
agrees to bear and shall pay or reimburse Landlord or, as required by the
Indenture, Lender on demand for all expenses (including reasonable attorneys,
fees and disbursements, but excluding internal overhead, administrative and
similar costs of Lender or Landlord) reasonably relating to or incurred by
Lender or Landlord in connection with the inspections, tests and reports
described in this Section 7.1 in the following situations:





(i)           If
Lender or Landlord, as applicable has reasonable grounds to believe at the time
any such inspection is ordered, that there exists an Environmental Violation or
that a Hazardous Substance is present on, under or emanating from any Project,
or is migrating to or from adjoining property, except under conditions permitted
by applicable Environmental Laws and not prohibited by this Lease;





(ii)           If
any such inspection reveals an Environmental Violation or that a Hazardous
Substance is present on, under or emanating to or from a Project or is migrating
from adjoining property, except under conditions permitted by applicable
Environmental Laws and not prohibited by this Lease; or





(iii)           If
an Event of Default exists at the time any such inspection is
ordered.





(h)           To
the extent that Tenant has knowledge thereof, Tenant shall promptly provide
notice to Landlord and Lender of:





(i)            any
proceeding or investigation commenced or threatened by any Governmental
Authority with respect to the presence of any Hazardous Substance on, under or
emanating from any Project;





(ii)            any
proceeding or investigation commenced or threatened by any Governmental
Authority, against Tenant or Landlord, with respect to the presence, suspected
presence, release or threatened release of Hazardous Substances from any
property not owned by Landlord, including, but not limited to, proceedings under
the Federal Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. § 9601 et seq.;





(iii)            all
claims made or any lawsuit or other legal action or proceeding brought by any
Person against (A) Tenant or Landlord or any Project or any portion thereof, or
(B) any other party occupying such Project or any portion thereof, in any such
case relating to any loss or injury allegedly resulting from any Hazardous
Substance or relating to any violation or alleged violation of Environmental
Law;





(iv)            the
discovery of any occurrence or condition on a Project or on any real property
adjoining or in the vicinity of such Project, of which Tenant becomes aware,
which reasonably could be expected to lead to such Project or any portion
thereof being in violation of any Environmental Law or subject to any
restriction on ownership, occupancy, transferability or use under any
Environmental Law (collectively, an "Environmental Violation") or which
might subject Landlord or Lender to an Environmental Claim. "Environmental Claim"
shall mean any claim, action, investigation or written notice by any Person
alleging potential liability (including, without limitation, potential liability
for investigatory costs, cleanup costs, governmental response costs, natural
resources damages, property damages, personal injuries or penalties) arising out
of, based on or resulting from (A) the presence, or release into the
environment, of any Hazardous Substance at a Project or (B) circumstances
forming the basis of any violation, or alleged violation, of any Environmental
Law; and





(v)           the
commencement and completion of any Remedial Work.





(i)           Tenant
will promptly transmit to Landlord and Lender copies of any citations, orders,
notices or other communications received by Tenant from any Person with respect
to the notices described in Section 7.1(h) hereof.





(j)           
Landlord and, as required by the Indenture, Lender may, but are not required to,
join and participate in, as a party if they so determine, any legal or
administrative proceeding or action concerning any Project or any portion
thereof under any Environmental Law, if, in Landlord's or Lender's reasonable
judgment, the interests of Landlord or Lender, as applicable, will not be
adequately protected by Tenant. Tenant agrees to bear and shall pay or reimburse
Landlord and Lender, on demand for all reasonable expenses (including reasonable
attorneys' fees and


disbursements,
but excluding internal overhead, administrative and similar costs of Lender and
Landlord) relating to or incurred by Landlord or Lender in connection with any
such action or proceeding.





7.2           Environmental
Indemnity. Tenant agrees to indemnify, reimburse, defend, and hold
harmless the Indemnified Parties for, from, and against all demands, claims,
actions or causes of action, assessments, losses, damages, liabilities, costs
and expenses, including, without limitation, interest, penalties, punitive and
consequential damages, costs of any Remedial Work, reasonable attorneys, fees,
disbursements and expenses, and reasonable consultants' fees, disbursements and
expenses (but excluding internal overhead, administrative and similar costs of
the Indemnified Parties), asserted against, resulting to, imposed on, or
incurred by the Indemnified Parties, directly or indirectly, in connection with
any of the following:





(a)           the
events, circumstances, or conditions which are alleged to, or do, (1) relate to
the presence, or release into the environment, of any Hazardous Substance at any
location owned, leased or operated by Tenant or related to circumstances forming
the basis of any violation, or alleged violation, of any Environmental Law by
Tenant or with respect to any such locations, and in either case, result in
Environmental Claims, or (2) constitute Environmental Violations;





(b)           any
pollution or threat to human health or the environment that is related in any
way to Tenant's or any previous owner's or operator's management, use, control,
ownership or operation of any Project, including, without limitation, all onsite
and offsite activities involving Hazardous Substances, and whether occurring,
existing or arising prior to or from and after the date hereof;





(c)           any
Environmental Claim against any Person whose liability for such Environmental
Claim Owner has or may have assumed or retained either contractually or by
operation of law;





(d)           any
Remedial Work required to be performed pursuant to any Environmental Law or the
terms hereof; or





(e)           the
breach of any environmental representation ,warranty or covenant set forth in this
Lease,





including
in each case, without limitation, with respect to each of the Indemnified
Parties, as the case may be, to the extent such Environmental Claims result from
their respective negligence, except in each case, to the extent that they result
solely from their respective gross negligence or willful misconduct (subject to
the provisions of Section 10.18(b)).





7.3           Notice. Promptly upon
obtaining knowledge thereof, Tenant shall give to the Landlord notice of the
occurrence of any of the following events: (i) the failure of any Project to
comply with any Environmental Law in any manner whatsoever except for the use or
disposal of incidental amounts of Hazardous Substances customarily used in the
operation of similar buildings similarly situated in a commercially reasonably
manner and in compliance with Legal Requirements; (ii) the issuance to the
Tenant or any tenant of space in any Project or any assignee or licensee of the
Tenant of any notice, request for information, complaint or order of violation
or non-compliance or liability of any nature whatsoever with regard to any
Project or the use thereof with respect to Environmental Laws; (iii) any notice
of a pending or threatened investigation as to whether the Tenant's (or its
"subtenants" or "assignees") operations on a Project are in compliance with or
may lead to liability to the Tenant under, any Environmental Law; or (iv) the
occurrence of an event or the existence of a situation which is likely to result
in a violation of an Environmental Law at a Project or which is likely to result
in the Tenant being liable to the Landlord by virtue of the indemnity given by
the Tenant pursuant to Section 7.2.





7.4           Survival. The
indemnity obligations of the Tenant and the rights and remedies of the Landlord
under this Article 7 shall survive the termination of this Lease for an
indefinite period of time.





ARTICLE
8.





8.1           Holdover. If the
Tenant shall continue to occupy a Project after the Expiration Date or earlier
termination of this Lease, then Tenant shall be deemed to be a holdover tenant,
the tenancy of which shall be from month to month upon the same provisions and
conditions set forth in this Lease, except that Basic Rent for the holdover
period shall be an amount equal to one hundred twenty-five percent (125%) of the
Basic Rent in effect immediately prior to the holdover period. This Article 8
does not amount to a waiver of the Landlord's right of reentry or any other
right granted under Article 5 and shall not constitute a consent to any holdover
by Tenant.





ARTICLE
9.





9.1           Renovation and ADA
Compliance. The parties acknowledge that those Projects described in
Schedule K currently require renovation (herein, the "Renovation
Projects"). Tenant agrees (i) to complete the renovation of the
Renovation Projects no later than eighteen (18) months after the date of this
Lease, and (ii) to provide to Landlord and Lender a monthly general progress
report which will certify as to the progress of the renovations to the
Renovation Projects (including whether any such renovation has been completed)
during the preceding month. The parties also acknowledge that certain of the
Projects require renovation to comply with the Americans With Disabilities Act
as described in the respective Property Condition Reports prepared by Eckland
Consultants Inc.("ADA"), and that
certain of the Projects require deferred maintenance as described in the
respective Property Condition Reports prepared by Eckland Consultants Inc. (the
"Deferred Maintenance,").
Tenant hereby agrees to complete the renovation of the Projects which require
renovation to comply with ADA (in a manner similar to those Projects previously
renovated and in all instances in compliance with ADA) no later than thirty-six
(36) months after the date of this Lease, subject to Force Majeure. With respect
to those Projects that require Deferred Maintenance, the parties acknowledge
that (a) certain Projects require Deferred Maintenance estimated to cost in
excess of $25,000 (the "12-Month Projects") and (b) those Projects described on
Schedule L
attached hereto and make a part hereof require Deferred Maintenance to be
conducted on an expedited basis ( the "4-Month Projects"). With respect to the
12-Month Projects, Tenant agrees to complete all Deferred Maintenance no later
than twelve (12) months after the date of this Lease, subject to Force Majeure.
With respect to the 4-Month Projects, Tenant agrees to complete all Deferred
Maintenance no later than four (4) months after the date of this Lease. With
respect to Projects which require Deferred Maintenance, but which are not
12-Month Projects or 4-Month Projects, Tenant agrees to complete all Deferred
Maintenance no later than eighteen (18) months after the date of this Lease.
Tenant shall provide evidence to Landlord and, as required by the Indenture,
Lender of its performance pursuant to this Section 9.1 within the applicable
time period for such performance.





9.2           Purchase or
Substitution. In the event that Tenant has not caused a particular
Project to comply with ADA within thirty-six (36) months after the date of this
Lease (subject to Force Majeure), Tenant shall, if requested by Landlord, be
obligated to make either a Rejectable Offer or a Rejectable Substitution Offer
with respect to such Project. Such offer shall be made in accordance with the
provisions of Section 3.3(a) (except that the certificate shall describe the
reason for non-compliance with ADA), and Tenant shall be obligated to thereafter
comply with the applicable provisions of Sections 3.4, 3.5 and 3.6 in connection
therewith, including, without limitation, the payment of the purchase price,
Basic Rent, Additional Rent and other amounts set forth therein. Without
limiting the provisions of such Sections 3.4, 3.5 and 3.6 and without limiting
the other amounts payable under said Sections, Tenant shall be obligated to pay
the Make-Whole Premium in connection with a Rejectable Offer. Landlord shall be
entitled to enforce the obligation under this Section 9.2 by an action for
specific performance and other appropriate remedies.





9.3           Renovation Work.
Tenant agrees that all work with respect to the Renovation Projects and with
respect to compliance with the ADA and the Deferred Maintenance work which
Tenant shall be required or permitted to do under the provisions of this Lease
(hereinafter called the "Renovation Work")
shall be performed in each case subject to the following:





(a)           All
Renovation Work shall be commenced only after all required municipal and other
governmental permits, authorizations and approvals shall have been obtained by
Tenant, at its own cost and expense. Landlord will, on Tenant's written request,
promptly execute any documents necessary to be signed by Landlord to obtain any
such permits, authorizations and approvals, provided that Tenant shall bear any
liability or reasonable expense of Landlord in connection
therewith.





(b)           All
Renovation Work shall be performed in a good and workmanlike manner, and in
accordance with all Legal Requirements. All Renovation Work shall be commenced
and completed promptly.





(c)           Subject
to the terms of Section 2.6 hereof with respect to contests, the cost of all
Renovation Work shall be paid promptly, in cash, so that the Project and
Tenant's leasehold estate therein shall at all times be free from (i) liens for
labor or materials supplied or claimed to have been supplied to any Project or
Tenant, and (ii) chattel mortgages, conditional sales contracts, title retention
agreements, security interest and agreements, and financing agreements and
statements.





(d)           Upon
completion of any Renovation Work, Tenant, at Tenant's expense, shall obtain
certificates of final approval of such Renovation Work required by any
governmental or quasi-governmental authority and shall furnish Landlord and
Lender with copies thereof, and together with "as-built" plans and
specifications for such Renovation Work.





(e)           Any
Renovation Work shall be subject to inspection at any reasonable time and from
time to time by any of Landlord or, as required by the Indenture, Lender, their
respective architect(s), or their duly authorized construction representatives,
and if any such party upon any such inspection shall be of the reasonable
opinion that the Renovation Work is not being performed in accordance with the
provisions of this Article 9 or the plans and specifications, or that any of the
materials or workmanship are unsound or improper, Tenant shall correct any such
failure and shall replace any unsound or improper materials or
workmanship.





(f)           Except
as may be expressly provided to the contrary hereunder with respect to Tenant's
Personal Property, all Renovation Work installed in or upon any Project at any
time during the Term shall become the property of Landlord and shall remain upon
and be surrendered with the Project.





ARTICLE
10.





10.1           No Merger. There
shall be no merger of this Lease or of the leasehold estate hereby created with
the fee estate in any Project by reason of the fact that the same person
acquires or holds, directly or indirectly, this Lease or the leasehold estate
hereby created or any interest herein or in such leasehold estate as well as the
fee estate in the applicable Project or any interest in such fee
estate.





10.2           Surrender. Upon the
expiration or earlier termination of this Lease, Tenant shall surrender the
Premises to Landlord in the condition in which the Premises were originally
received from Landlord, except as repaired, rebuilt, restored, altered or added
to as permitted or required hereby and except for ordinary wear and tear. Tenant
shall remove from the Premises on or prior to such expiration or termination all
property situated thereon which is not owned by Landlord and shall repair any
damage caused by such removal. Property not so removed shall become the property
of Landlord, and Landlord may cause such property to be removed from the
Premises and disposed of, but the cost of any such removal and disposition and
of repairing any damage caused by such removal shall be borne by Tenant.
Landlord shall credit the net proceeds of a disposition of such property
actually realized by Landlord against such costs to be borne by Tenant, provided
that the Lease termination giving rise to such disposition was not caused by an
Event of Default hereunder. In the event that this Lease is terminated with
respect to a particular Project (either as a result of a default, or the
expiration hereof, or otherwise) Landlord shall remove all of Tenant's Personal
Property. However, notwithstanding the foregoing, Landlord shall be allowed (and
Tenant hereby grants to Landlord the option) to purchase such Tenant's Personal
Property from Tenant for an amount equal to the fair market value of Tenant's
Personal Property. Tenant's Personal Property shall only be deemed to be
retained by Landlord if Landlord specifically elects to retain the same by
written notice to Tenant. If Tenant abandons Tenant's Personal Property, it
shall become the property of Landlord as outlined above. The fair market value
of the Tenant's Personal Property shall be determined by the mutual agreement of
Landlord and Tenant, and if the parties cannot agree, by appraisal by an
unrelated third-party appraiser. The provisions of this Section shall survive
the termination or expiration of this Lease.





10.3           Merger, Consolidation or
Sale of Assets. Without waiving the provisions of Section 4.1(a), it
shall be a condition precedent to the merger of Tenant into another entity, to
the consolidation of Tenant with one or more other entities, and to the sale or
other disposition of all or substantially all the assets of Tenant to one or
more other entities that the surviving entity or transferee of assets, as the
case may be, shall deliver to Landlord and, as required by the Indenture, Lender
an acknowledged instrument in recordable form assuming all obligations,
covenants and responsibilities of Tenant hereunder and under any instrument
executed by Tenant relating to the Premises or this Lease, including, without
limitation, any consent to the assignment of Landlord's interest in this Lease
to Lender as security for indebtedness. Tenant covenants that it will not merge
or consolidate or sell or otherwise dispose of all or substantially all of its
assets unless such instruments shall have been so delivered. In addition, it
shall be a condition of such merger, consolidation or sale or other disposition
of all or substantially all of the assets of Tenant that (i) no Event of
Defaultthen exists under this Lease, (ii) Guarantor confirms that its guaranty
of Tenant's obligations under this Lease will be unaffected by, and will remain
in full force and effect in accordance with its terms following, such merger,
consolidation or sale of the assets, and (iii) Residual Value Insurer confirms
that the Residual Value Policy will be unaffected by, and will remain in full
force and effect in accordance with its terms following, such merger,
consolidation or sale of the assets. The surviving entity of any merger or
consolidation or the transferee of such assets allowed above must be organized
in the United States and must have a net worth and credit standing equal to or
greater than the net worth and credit standing of Tenant on the day prior to the
merger or consolidation or disposition, and Landlord and, as required by the
Indenture, Lender shall be given, as a prerequisite to such merger or
consolidation or disposition, a written certification from the chief financial
officer of Tenant that the provisions of this Section have been
satisfied.





10.4           Separability; Binding
Effect. Each provision hereof shall be separate and independent and the
breach of any provision by Landlord shall not discharge or relieve Tenant from
any of its obligations hereunder. Each provision hereof shall be valid and shall
be enforceable to the extent not prohibited by law. If any provision hereof or
the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remaining provisions hereof, or the application of
such provision to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby. All provisions
contained in this Lease shall be binding upon, inure to the benefit of, and be
enforceable by, the successors and assigns of Landlord to the same extent as if
each such successor and assign were named as a party hereto. All provisions
contained in this Lease shall be binding upon the successors and assigns of
Tenant and shall inure to the benefit of and be enforceable by the permitted
successors and assigns of Tenant in each case to the same extent as if each such
successor and assign were named as a party hereto.





10.5           Table of Contents and
Headings. The table of contents and the headings of the various Sections
and Schedules of this Lease have been inserted for reference only and shall not
to any extent have the effect of modifying the express terms and provisions of
this Lease.





10.6           Counterparts. This
Lease may be executed in two or more counterparts and shall be deemed to have
become effective when and only when one or more of such counterparts shall have
been signed by or on behalf of each of the parties hereto (although it shall not
be necessary that any single counterpart be signed by or on behalf of each of
the parties hereto, and all such counterparts shall be deemed to constitute but
one and the same instrument), and shall have been delivered by each of the
parties to each other.





10.7           Recording of Lease.
Tenant will execute, acknowledge, deliver and cause to be recorded or filed in
the manner and place required by any present or future law a memorandum of this
Lease and all other instruments, including, without limitation, financing
statements, continuation statements, releases and instruments of similar
character, which shall be reasonably requested by the Landlord. Tenant shall be
responsible for all costs and expenses in connection with the recording of this
Lease or a memorandum hereof.





10.8           Rating of the
Transaction. During the period commencing on the commencement date of the
Primary Term and ending on the second anniversary of such commencement date,
Tenant will, at Landlord's request, and as required by the Indenture, reasonably
cooperate in good faith with Landlord and Lender in (i) effecting any secondary
market transaction relating to the Loan (including satisfying the market
standards for publicly issued securities rated by each of the Rating Agencies
which involve credit lease loans) and (ii) implementing all requirements imposed
by the Rating Agencies involved in any such secondary market transaction
including, without limitation,





(a)           to
provide, or use its reasonable efforts to cause to be provided by Guarantor, as
applicable, such financial and other information with respect to the Premises,
Tenant and Guarantor, together with appropriate verification of such information
through letters of auditors, if customary, provided, however, that such
information with respect to Guarantor shall not include any confidential or
non-public information and any customer lists;





(b)           to
permit such site inspections and other similar due diligence investigation of
the Premises by Landlord, or, as required by the Indenture, by Lender or the
Rating Agencies, as may be reasonably requested by Landlord or Lender, or as may
be requested by any of the Rating Agencies;





(c)           to
provide additional or updated appraisals, market studies, environmental reviews
and reports, and engineering reports which are customary in secondary market
transactions and which shall be reasonably acceptable to Landlord and, as
required by the Indenture, Lender, and, as required by the Indenture, shall be
acceptable to the Rating Agencies, provided that the foregoing shall only be
required to the extent that any such third party due diligence reports which
were delivered in connection with the origination of the Loan referenced therein
additional information recommended or required to be obtained or provided in
connection therewith which has not been so obtained or provided to Landlord or
Lender;





(d)           at
Tenant's expense, to cause counsel to render opinions with respect to the
Premises, Tenant or Guarantor, and to make, and use its reasonable efforts to
cause to be made by Guarantor, as applicable, such representations and
warranties, as are customarily provided in secondary market transactions, which
shall be reasonably acceptable to Landlord and, as required by the Indenture,
Lender, and, as required by the Indenture, shall be acceptable to the Rating
Agencies, to the extent that such matters were not included in the opinions and
representations and warranties contained in certificates or Operative Documents
delivered by Tenant or Guarantor in connection with the origination of the Loan
and, with respect to such representations and warranties, consistent with the
facts covered thereby as they exist on the date thereof; and





(e)           to
execute modifications, and use reasonable efforts to cause Guarantor to execute
modifications, to any Operative Documents to which Tenant or Guarantor is a
party, acceptable to the Rating Agencies, provided, however, that (i) any such
modification shall be subject to Landlord's prior approval, and (ii) neither
Tenant nor Guarantor shall be required to modify any such Operative Documents in
any way which would change the economic terms of such Operative Documents (such
as the amount and timing of payment of Basic Rent, Stipulated Loss Values and
purchase prices under this Lease or of any purchase options hereunder), or which
would impose additional financial covenants on Tenant or Guarantor or which, in
the reasonable judgment exercised in good faith by Tenant or Guarantor, as
applicable, would materially impair the rights of or materially increase the
obligations of Tenant or Guarantor under such Operative Documents;





provided
that in no event shall Tenant be required to expend more than $15,000 in
connection with third party out of pocket costs, expenses and fees with respect
to the performance of its obligations under this Section 10.8.





10.9           No Brokers. Each of
the Landlord and the Tenant represents and warrants to the other that it has not
dealt with any broker in connection with the purchase and leasing of the
Premises, and indemnifies the other against the claims of brokers claiming
through it.





10.10           Governing Law. The
terms and provisions of this Lease shall be governed by the laws of the State of
New York, except the rights and remedies with respect to a particular Project
shall be governed by the laws of the state in which the Project is located. To
the fullest extent permitted by law, Tenant hereby unconditionally and
irrevocably waives any claim to assert that the law of any jurisdiction other
than New York or the law of the State in which the applicable Project is
located, as applicable, governs this Lease.





10.11           Waiver of Jury Trial.
LANDLORD AND TENANT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS LEASE.





10.12           Conveyance by
Landlord. The word "Landlord" as used in this Lease means only the owner
for the time being of the Premises, so that, if there is a transfer of an
owner's interest, the transferor shall be and hereby is entirely freed and
relieved of all covenants and obligations of the Landlord hereunder, except any
obligations which accrued prior to the date of transfer, and it shall be deemed
and construed, without further agreement between the parties or between the
parties and the transferee of the Premises, that the transferee has assumed and
has agreed to carry out any and all of the Landlord's covenants and obligation
hereunder from and after the date of transfer.





10.13           Relationship of the
Parties. Nothing contained in this Lease shall be construed in any manner
to create any relationship between the Landlord and the Tenant other than the
relationship of landlord and tenant. Without limitation, the Landlord and the
Tenant shall not be considered partners or co-venturers for any purpose on
account of this Lease.





10.14           Representation by
Counsel. The Tenant and the Landlord each acknowledge that it was
represented by counsel in connection with the negotiation and execution to the
effect that ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Lease.





10.15           Access to Premises.
The Tenant will permit the Landlord, any Lender or prospective Lender or
purchaser, and their duly authorized representatives to enter upon the Premises
and to inspect the same at any and all reasonable times, upon five (5) Business
days advance written notice, and at any time in the case of an emergency without
the giving of notice, and for any purpose reasonably related to the rights of
the Landlord and any Lender under this Lease. Landlord and Lender shall, in
exercising such rights of access, cause no unreasonable interference with
Tenant's business or Tenant's guests. Notwithstanding the foregoing, Landlord
agrees that it will not exercise the foregoing right of access for any
particular Project more than once in any calendar year except (a) during such
time as an Event of Default has occurred and is continuing, or (b) in the event
of a sale, financing, refinancing or securitization of any Indenture relating to
the Project or the Premises, or (c) if Landlord has reasonable grounds to
believe that a Project is in violation of Legal Requirements (including
Environmental Laws) or that a Project is not being maintained in accordance with
the requirements of this Lease or (d) as otherwise expressly provided in this
Lease.





10.16           Showing. During the
thirty (30) month period preceding the date on which the Term shall be scheduled
to terminate or fully expire, Landlord, if accompanied by a representative of
Tenant and subject to the rights of any subtenant not affiliated with Tenant,
may show the Premises to prospective tenants or purchasers at such reasonable
times during normal business hours as Landlord may select upon reasonable prior
notice to Tenant, provided that Landlord does not materially interfere with
Tenant's normal business operations.





10.17           True Lease. This
Lease is intended as, and shall constitute, an agreement of lease, and nothing
herein shall be construed as conveying to the Tenant any right, title or
interest in or to the Premises nor to any remainder or reversionary estates in
the Premises held by any Person, except, in each instance, as a Tenant. Under no
circumstances shall this Lease be regarded as an assignment of all of Landlord's
interests in and to the Premises; instead Landlord and Tenant shall have the
relationship between them of landlord and tenant, pursuant to the provisions of
this Lease.





10.18           Landlord's Consent and
Standards.





(a)           Whenever
Landlord is allowed or required to give its consent or approval of any matter
under this Lease or to deliver any estoppel or other instrument, Tenant's sole
remedy for Landlord's failure to give such consent or approval or deliver such
instrument in accordance with the applicable provision of this Lease shall be to
compel such approval or delivery. In no event and under no circumstance shall
Tenant be entitled to any monetary damages for such failure or to terminate or
otherwise modify this Lease. However, if Tenant shall bring such an action to
compel consent, approval or delivery, the prevailing party in such action shall
be entitled to reimbursement for its reasonable attorneys' fees; provided,
however, that with respect to any attorneys' fees to be reimbursed by Landlord,
such fees and Tenant's right to recover the same shall be junior and subordinate
to the Indenture, and in no event shall Tenant be entitled to offset any amounts
due under this Lease to recover such fees.





(b)           Under
no circumstance shall Landlord be deemed to have acted negligently, grossly
negligently or willfully merely by Landlord's ownership of the Premises, and in
no event shall any occurrence relating to any Project, whether negligent,
grossly negligent or willful, be imputed to Landlord by reason of Landlord's
interest in such Project, it being understood that all obligations with respect
to the Premises are the responsibility of Tenant under this Lease. In order to
have acted negligently, grossly negligently or willfully, Landlord must have
committed an affirmative act.





10.19           Quiet Enjoyment.
Landlord covenants that, so long as Tenant shall faithfully perform the
agreements, terms, and covenants and conditions hereof, Tenant shall and may
peaceably and quietly have, hold and enjoy the Premises for the term hereby
granted without molestation or disturbance by or from Landlord.





10.20           Force Majeure. The
term "Force
Majeure", as used in this Lease, shall mean delays caused by acts of God,
strikes and other similar events beyond the control of Tenant. However, the
duration of any delay excused by Force Majeure shall be limited to the actual
amount of time caused by the event giving rise to the Force Majeure. In
addition, no performance by Tenant under this Lease shall be excused by Force
Majeure unless the requirement for performance set forth in this Lease
specifically states that it is subject to Force Majeure.





10.21           Concerning Wilmington Trust
Company and William J. Wade. It is expressly understood and agreed by the
parties hereto that (a) this Lease is executed and delivered by Wilmington Trust
Company and/or William J. Wade, not individually or personally but solely as
trustees of Landlord, in the exercise of the powers and authority conferred and
vested in them under the Trust Agreement of Landlord dated as of April 22, 1998
(b) each of the representations, undertakings and agreements herein made on the
part of Landlord is made and intended not as personal representations,
undertakings and agreements of Wilmington Trust Company or William J. Wade but
is made and intended for the purpose of binding only Landlord, and (c) under no
circumstance shall Wilmington Trust Company or William J. Wade be personally
liable for the payment of any indebtedness or other obligations of Landlord or
be liable for the breach or failure of any obligation, representation, warranty
or covenant made or undertaken by Landlord under this Agreement.





10.22           Transfers by
Landlord. During the Term and as long as an Event of Default has not
occurred hereunder, Landlord shall not convey, assign, sell or transfer the
Premises or any Project to any person or entity that is actively engaged in the
management, operation and/or franchising of thirty (30) or more limited service
budget motels (determined without regard to the Project or Projects to be
conveyed, assigned, sold or transferred by Landlord). The provisions of this
Section 10.22 shall not (i) limit or restrict in any manner whatsoever
Landlord's discretion to grant an Indenture to any party designated by Landlord,
(ii) apply after October 31, 2016 if Tenant has not exercised its option to
extend the Term of the first Extended Term on or prior to such date, and (iii)
apply after April 30, 2028 if Tenant has not exercised its option to extend the
Term of the second Extended Term on or prior to such date.





10.23           State Specific
Provisions.





(a)          As
to any Project located in Louisiana, the following shall apply:





(i)            As
used in this Lease, the terms "real property" and "real estate" shall be deemed
to include immovable property; the term "fee estate" shall include full
ownership; the term "personal property" shall be deemed to include movable
property; the term "tangible property" shall be deemed to include corporeal
property; the term "intangible property" shall be deemed to include incorporeal
property; the term "easements" shall be deemed to include servitudes; the phrase
"covenant running with the land" and other words of similar import shall be
deemed to include a real right or a recorded lease of immovable property; the
term "county" shall be deemed to mean parish; the term "joint and several
liability" shall be deemed to include in solido liability; the
terms "deed in lieu of foreclosure," "conveyance in lieu of foreclosure" and
words of similar import shall include a dation en paiement; and the
terms "UCC," "Uniform Commercial Code," or "Code" and words of similar import
shall include the Louisiana Commercial Laws, La R.S. §§10:1-101 et seq.





(ii)           If
a conveyance is to be made by Landlord without recourse of warranty, the
conveyance shall be made without any warranty as to title or condition, whether
express or implied, including but not limited to any warranty against
redhibitory defects.





(iii)           Tenant
waives all representations and warranties on the part of Landlord, whether oral
or written, express or implied, including, without limitation, all warranties
that the Premises are free from defects and deficiencies, whether hidden or
apparent, and all warranties with respect to the condition of the Premises under
Louisiana Civil Code Articles 2692 through 2704 or any other provision of
Louisiana law. Except as may be specifically provided for in this Lease,
Landlord will have no obligation to make any repairs, improvements or changes to
the Premises located in Louisiana prior to or during the term of this
Lease.





(iv)           Except
for any notices specifically provided for in this Lease, Tenant waives any
notice to vacate the Premises, including, but not limited to, the notice to
vacate provided for in Louisiana Code of Civil Procedure Articles 4710, et seq.





(b)          As
to any Project located in Illinois, the following shall apply:





(i)            Notwithstanding
anything to the contrary in this Lease and except to the extent otherwise
permitted by law, no covenant, agreement, understanding or other provision of
this Lease shall exempt or be construed as exempting Landlord from liability for
damages for injuries to person or property caused by or resulting from the
negligence of Landlord, its agents, servants or employees, in the operation or
maintenance of the Premises, and any provision of this Lease exempting the
Landlord from such liability is hereby amended to strike any reference to an
exemption from such liability; it being the express intention of the parties
hereto to not exempt the Landlord from such liability.


[END OF
TEXT]






































IN
WITNESS WHEREOF, the foregoing instrument has been executed by the undersigned
as of the date above written.








[Signature
pages follow of Wilmington Trust Company and William J. Wade, as Trustees
of


M-Six
Penvest II Business Trust; M-Six Penvest II GP Corp. (Nev.), as general partner
of


M-Six
Penvest II Limited Partnership (Nev.); and Universal Commercial Credit Leasing
III, Inc.]