James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S.

Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

NOTICE OF FILING SUPPLEMENT TO DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE1 PLEASE TAKE NOTICE that the documents attached hereto supplement the filed Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code [Docket

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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No. 1445] (the Plan).2 The documents contained in the Plan Supplement are part of the Plan and integral to the implementation of the Plan (the Plan Supplement), and, if the Plan is approved, shall be approved in the order confirming the Plan. The Debtors reserve the right to alter, amend, modify or supplement any document in this Plan Supplement. Exhibit J-1 - Tysons Corner Assumption Documents Exhibit J-2 - San Antonio Assumption Documents Exhibit J-3 - DC Assumption Documents Exhibit J-4 - RIMV Assumption Documents Exhibit J-5 - RIGG Assumption Documents PLEASE TAKE FURTHER NOTICE that the Plan Supplement may be viewed for free at the website of the Debtors Notice and Claims Agent, Omni Management Group, LLC (Omni) at http://www.omnimgt.com/innkeepers or for a fee on the Courts website at www.nysb.uscourt.gov. To access documents on the Bankruptcy Courts website, you will need a PACER password and login, which can be obtained at http://www.pacer/psc/uscourt.gov. To obtain hard copies of the Plan Supplement, please contact Omni at (866) 989-6147 or by email at Innkeepers@omnimgt.com. PLEASE TAKE FURTHER NOTICE that a hearing to consider confirmation of the Plan (the Confirmation Hearing) shall be held on June 23, 2011 at 2:00 p.m. prevailing Eastern Time before the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Room 610 of the United States bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004. The Confirmation Hearing may be continued

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan.

2
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from time to time without further notice other than the announcement by the Debtors in open court of the adjourned date(s) at the Confirmation Hearing or any continued hearing.

New York, New York Dated: June 23, 2011

/s/ Brian S. Lennon James H.M. Sprayregen, P.C. Paul M. Basta Stephen E. Hessler Brian S. Lennon KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022-4611 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 and Anup Sathy, P.C. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Illinois 60654-3406 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Counsel to the Debtors and Debtors in Possession

3
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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al.,1 Debtors. ) ) ) ) ) ) ) Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

SUPPLEMENT TO DEBTORS PLANS OF REORGANIZATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE3

The list of Debtors in these Chapter 11 Cases along with the last four digits of each Debtors federal tax identification number can be found by visiting the Debtors restructuring website at www.omnimgt.com/innkeepers or by contacting Omni Management Group, LLC at Innkeepers USA Trust c/o Omni Management Group, LLC, 16161 Ventura Boulevard, Suite C, PMB 606, Encino, California 91436. The location of the Debtors corporate headquarters and the service address for their affiliates is: c/o Innkeepers USA, 340 Royal Poinciana Way, Suite 306, Palm Beach, Florida 33480.

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EXHIBIT J-1 Tysons Corner Assumption Documents

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After recording, return to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attn: Post-Closing Department (Space Above For Recorder's Use Only)

LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT (ML-CFC 2006-4; Loan No. M550203998) THIS LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT ("Agreement") is executed on _______________, 2011 (the "Effective Date"), and is entered into among U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 ("Lender"), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612, Re: ML-CFC 2006-4; Loan No. M550203998; KPA TYSONS CORNER RI LLC, a Delaware limited liability company ("Current Borrower"), GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company ("Existing Operating Lessee"), each having an address at Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, FL 33480, CHATHAM TYSONS RI LLC, a Delaware limited liability company ("New Borrower"), and CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), each having an address at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Current Borrower and Existing Operating Lessee are hereinafter sometimes collectively referred to as "Current Borrower Parties". New Borrower and New Operating Lessee are hereinafter sometimes collectively referred to as "New Borrower Parties." Current Borrower Parties and New Borrower Parties are hereinafter sometimes collectively referred to as "Borrower Parties". PRELIMINARY STATEMENT A. Current Borrower is the current owner of the fee title to that certain real property ("Land") and the building and improvements thereon ("Improvements"), commonly known as a "Residence Inn by Marriott," more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the "Project").

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B. Lender is the current owner and holder of a loan ("Loan") in the original principal amount of $25,200,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto and any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the "Loan Documents"). The Loan is secured in part by the Project, which Project is described in and encumbered by the "Security Instrument" described on Exhibit B. C. The Project has been leased by Current Borrower to Existing Operating Lessee, pursuant to the terms of an Operating Lease Agreement dated as of May 25, 2004 by and between Innkeepers USA Limited Partnership, a Virginia limited partnership ("Innkeepers LP"), and KPA Leaseco, Inc., a Virginia corporation, as modified, and through a series of mergers ultimately assigned to Existing Operating Lessee (the "Existing Operating Lease"). D. Events of Default have occurred under the Loan Documents, due to, among other things, Current Borrowers filing with the United States Bankruptcy Court Southern District of New York (the Bankruptcy Court) a voluntary petition for relief on July 19, 2010 (the Bankruptcy Case), under Title 11 of the United States Bankruptcy Code (as amended, the "Bankruptcy Code"). E. In connection with that certain confirmation order of the Bankruptcy Court (the "Bankruptcy Order") confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance reasonably satisfactory to each of Lender and each of the Borrower Parties, in each of their respective reasonable discretions), Current Borrower Parties desire to: (i) sell its fee simple interest in the Project to New Borrower in accordance with the Bankruptcy Order; (ii) terminate the Existing Operating Lease; (iii) terminate the Existing Management Agreement (as defined below); and (iv) terminate the Existing Franchise Agreement (as defined below) (subsections (i) (iv) above, collectively, the "Current Borrower Actions"); and New Borrower Parties desire to: (a) purchase Current Borrower's fee simple interest in the Project; (b) to assume Current Borrower Parties' obligations under the Loan Documents as such obligations have been modified in accordance with this Agreement; (c) lease the Project to New Operating Lessee pursuant to that certain Lease Agreement between New Borrower, as lessor, and New Operating Lessee, as lessee, dated as of even date herewith (the "Operating Lease"), as amended from time to time to the extent permitted under the Loan Documents; (d) cause New Operating Lessee to enter into a franchise license agreement with Marriott International, Inc. ("Franchisor") for the Project (the "Franchise Agreement"); (e) cause New Operating Lessee to enter into a new management agreement with Island Hospitality Management III, Inc., a Florida corporation ("Project Manager"); (f) amend the Loan Documents as provided herein (subsection (a) (e) above, collectively, the "New Borrower Actions). Current Borrower Actions and New Borrower Actions are hereinafter sometimes collectively referred to as "Requested Actions". F. The Security Instrument requires Lender's consent to the Current Borrower Actions and the New Borrower Actions. G. The Lender has agreed to consent to Current Borrower Actions and the New 2

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Borrower Actions, all on the terms and conditions hereinafter set forth. In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE 1 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS 1.1 Current Borrower Parties Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Current Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows; provided, however, that the following acknowledgments, warranties, representations and agreements shall terminate as of 12:01 am eastern standard time on the Effective Date (the Termination CutOff) and shall not survive beyond the Termination Cut-Off; provided, further, that the Current Borrower Parties shall have no liability for a breach or misrepresentation of the following acknowledgements, warranties, representations and agreements to Lender or the New Borrower Parties from and after the Termination Cut-Off: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of Current Borrower.

(i) Current Borrower. Current Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the Commonwealth of Virginia, if required. Innkeepers LP is the sole member of Current Borrower. Innkeepers LP, acting alone, without the joinder of any manager of Current Borrower or any other party, has the power and authority to execute this Agreement and the other documents to be executed in connection with the Requested Actions (the "Other Documents") and to duly bind Current Borrower hereunder and thereunder. Upon entry of the Confirmation Order, the execution and delivery of, and performance under, this Agreement and the Other Documents by Current Borrower has been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Current Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Borrower is a party or by which the Project may be bound or affected. (ii) Innkeepers LP. Innkeepers LP is a duly organized, validly existing limited partnership in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the Commonwealth of Virginia, if required. Innkeepers Financial Corporation ("IFC") is the sole general partner of Innkeepers LP. Upon entry of the Bankruptcy Order, IFC acting alone, without the joinder of any other partner of Innkeepers LP or
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any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind Innkeepers LP hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by Innkeepers LP on behalf of Current Borrower has been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Innkeepers LP or the certificate of limited partnership, limited partnership agreement or any other organizational document of Innkeepers LP or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Innkeepers LP is a party or by which the Project may be bound or affected. (iii) IFC. IFC is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia. Mark Murphy ("Authorized Officer") is the __________ of IFC. Upon receipt of the Bankruptcy Order, Authorized Officer, acting alone, without the joinder of any other officer or director of IFC or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind IFC hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by IFC, on behalf of Innkeepers LP and Current Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to IFC or the articles of incorporation, bylaws or any other organizational document of IFC or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which IFC is a party or by which the Project may be bound or affected. (c) Compliance with Laws. To Current Borrower's knowledge, and except as would not reasonably be expected to have a material adverse effect on the use and operation of the Project, Current Borrower possesses all licenses, permits and approvals required by any governmental body, each of which is valid and in full force and effect, and no provision, condition or limitation of any of the licenses, permits and approvals required has been materially breached or violated. (d) Leases. There are no tenant leases affecting the Project. The Existing Operating Lease is the only lease affecting the Project and is currently in full force and effect. Existing Operating Lessee is in possession of the leased premises. The Existing Operating Lease will be terminated as of the Effective Date. (e) Title to Project and Legal Proceedings. Current Borrower is the current owner of fee title of the Project. As of the Effective Date, Current Borrower has good and marketable title to the Project subject to those liens that are permitted under the Chatham APA (as defined in the Bankruptcy Order). (f) No Special Taxes. Current Borrower has no knowledge of, nor has received any notice of, any special taxes or assessments relating to the Project or any part thereof or any planned public improvements that may result in a special tax or assessment against the Project.

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(g) Litigation. Except for all claims or pending motions that have been asserted or filed prior to the date hereof by third parties against the Current Borrower Parties in the Bankruptcy Case, including any adversary proceedings in connection therewith, there is not pending or, to the knowledge of the Current Borrower, threatened, any action, suit, proceeding, claim, investigation, application or complaint (whether or not purportedly on behalf of a Current Borrower) against or affecting Current Borrower which in any way could materially and adversely affect the Project, in law or in equity, or which could affect the validity of this Agreement. (h) Loan Documents. The Loan Documents constitute valid and legally binding obligations of Current Borrower Parties and enforceable against Current Borrower Parties, as applicable, and the Project in accordance with their terms. Each Current Borrower Party , on behalf of itself and its heirs, successors and assigns, remises, releases, acquits, satisfies and forever discharges Lender, Lender's servicers (including, but not limited to Wells Fargo, N.A., as Master Servicer, and LNR Partners, LLC), and any subsidiary, affiliate or parent of Lender or of any of its servicers, and each of the foregoing parties' respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, shareholders, employees, agents, contractors, representatives, participants, heirs, and all of the respective successors and assigns of each of the foregoing (collectively, "Lender Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which each Current Borrower Party now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement relating in any way to (i) the Loan, (ii) the Loan Documents, (iii) the Bankruptcy Case, (iv) the Project and (v) any other agreement or transaction between any Current Borrower Party and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (i) - (iv) above, including without limitation, the Proof of Claim filed by Lender in the Bankruptcy Case. Each Current Borrower Party and Current Indemnitor (as defined on Exhibit B), for itself and its successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action (i) Existing Management Agreement. The Project is currently managed pursuant to the terms of a hotel management agreement dated June 29, 2007 (the "Existing Management Agreement") between Existing Operating Lessee and Island Hospitality Management, Inc. a Florida corporation. The Existing Management Agreement shall be terminated prior to the Effective Date. All sums due and payable thereunder have been or will be paid in full or will be discharged pursuant to the Bankruptcy Order. (j) Existing Franchise Agreement. That certain Residence Inn Marriot Relicensing Franchise License Agreement dated June 29, 2007 (the "Existing Franchise Agreement") pursuant to which Existing Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by Franchisor will have been 5

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terminated prior to the Effective Date and all sums due thereunder shall have been or will be paid in full as of the Effective Date or will be discharged pursuant to the Bankruptcy Order. (k) Operation of Property. Current Borrower and Existing Operating Lessee affirm that neither has taken any action that has caused a material adverse effect on the Project or the New Borrower Parties' ability to continue to use and operate the Project after the Effective Date in a manner consistent with the use and operations in place at the Project as of the Effective Date. (l) Personal Property. All of the personal property and inventory being conveyed by the Current Borrower and Existing Operating Lessee to New Borrower and New Operating Lessee or its designee are free and clear of all liens, leases and other encumbrances, except for encumbrances disclosed in writing to Lender. 1.2 Acknowledgments, Warranties and Representations of New Borrower. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower acknowledges, warrants, represents and agrees to and with Lender as follows as of the Effective Date: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the Commonwealth of Virginia, if required. ___________ ("New Borrower Authorized Officer") as the ___________ of New Borrower, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower Authorized Officer on behalf of New Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of incorporation, bylaws or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected. (c) Financial Statements. The financial statements and other information (the "Financial Statements") of Chatham Lodging Trust, a real estate investment trust ("Principal"), which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. To the knowledge of Principal, there has not been any material adverse change to the financial condition of Principal between the date of the delivery of the Financial Statements to Lender and the Effective Date. New Borrower agrees to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 5.1.11 of the Loan Agreement. 6

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(d) Bankruptcy Proceedings. Neither New Borrower or its member, New Operating Lessee, Project Manager nor any entities which may be owned or controlled directly or indirectly by New Borrower or its member, New Operating Lessee, Project Manager ("Related Entities") has been a party to any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency law or laws providing relief for debtors within seven (7) years prior to the date of this Agreement. (e) New Borrower's Organizational Documents. New Borrower has not transacted any business in New Borrower's name since its formation. New Borrower is and will continue to be in full material compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents. (f) Non-Consolidation Opinion. New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated as of the Effective Date, delivered by New Borrower's counsel, Hunton & Williams, in connection with the Requested Actions (the "Non-Consolidation Opinion"), including but not limited to, any exhibits attached thereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of the Loan Agreement. New Borrower has caused and shall cause each entity other than New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not limited to, any exhibits attached thereto, to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the NonConsolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct. (g) Insurance. To the extent the required insurance under the Operating Lease is insufficient to satisfy the insurance requirements under the Loan Agreement, New Borrower agrees to provide any additional insurance coverage in order to comply with the terms of the Loan Agreement. (h) Assets of New Borrower. As of the Effective Date, the only assets of New Borrower are its interest in the Project, the personal property owned by New Borrower and used in connection with the Project, its interest in New Operating Lessee and cash or cash equivalents. (i) Cash Management Agreement. New Borrower agrees and acknowledges that (i) the Cash Management Agreement (as defined on Exhibit B) is in full force and effect, (ii) all actions have been taken to open any new accounts required thereunder for New Borrower, and (iii) New Borrower shall execute and deliver, and (if required by Lender) New Borrower shall cause New Operating Lessee and Project Manager to execute and deliver, an Amendment to Cash Management Agreement (the "Amendment to Cash Management Agreement") and shall take all the necessary actions under the Amendment to Cash Management Agreement, including, the opening of the Lockbox Account (as defined in the Cash Management Agreement) and execution by New Borrower, New Operating Lessee and Project Manager and/or its bank of 7

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appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (j) Deposit Account Control Agreement. [Amendment or New] New Borrower agrees and acknowledges that (i) the Deposit Account Control Agreement is in full force and effect, and (ii) all actions have been taken to open any new accounts required thereunder for New Borrower. New Borrower shall execute and deliver to Lender an Amendment to Deposit Account Control Agreement (the "Amendment to Deposit Account Control Agreement") and shall take all the necessary actions under the Amendment to Deposit Account Control Agreement, including, the opening of the Account (as defined in the Deposit Account Control Agreement) and execution by New Borrower and/or New Operating Lessee of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (k) Property Improvement Plan/Immediate Repairs. In connection with the Franchise Agreement, Franchisor may require certain improvements and repairs to be made to the Project as more particularly set forth in the Property Improvement Plan dated _______________ (the "PIP"), a copy of which is attached hereto as Exhibit D and is made a part hereof. New Borrower shall comply and shall cause New Operating Lessee and Project Manager to comply with the terms and conditions of the PIP, timely complete such improvements and repairs within the time frames set forth in the PIP (or such longer time as Franchisor may agree), and provide written confirmation of such completion to Lender. Failure by New Operating Lessee to timely and materially complete the PIP as required thereunder (as extended by Franchisor), which would allow Franchisor to terminate the Franchise Agreement, shall result in an Event of Default under the Loan Documents (subject to any cure period provided in the Loan Documents or the Franchise Agreement). (l) Liquor License. If applicable, Borrower shall cause New Operating Lessee or Project Manager], or its affiliate, to obtain a liquor license for use at the Project. New Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to provide Lender with copies of the application submitted for such liquor license. By its execution of a separate agreement with Lender, New Operating Lessee or Project Manager or its affiliate will, among other things, conditionally assign to Lender, all of New Operating Lessee or Project Manager or its affiliate's right, title and interest in and to any liquor license being obtained by New Operating Lessee or Project Manager or its affiliate for the Project as additional security for the Loan and shall agree to reasonably cooperate with Lender in transferring and relinquishing the liquor license used at the Project to Lender or its designee upon an Event of Default (that is not cured in accordance with the Loan Documents) and an exercise of remedies by Lender under the Loan Documents. (m) Loans to Related Entities. There are no loans payable by New Borrower to any officers, directors or shareholders of New Borrower or any other Related Entities or other entities or persons. (n) New Borrower Parties' Interests. Except as provided in this Agreement, neither New Borrower nor any of its officers or directors is obtaining a loan to finance its interest in New Borrower or the Project or pledging its interest in New Borrower to any party. 8

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(o) Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that neither to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (EO13224), (ii) whose name appears on the United States Treasury Departments Office of Foreign Assets Control (OFAC) most current list of Specifically Designated Nationals and Blocked Persons (which list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports terrorism, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] [iv] above are herein referred to as a Prohibited Person). New Borrower covenants and agrees that to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be reasonably requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224. (p) Loan Documents. The Loan Documents, from and after the Effective Date, as modified pursuant to this Agreement, are valid and legally binding obligations of New Borrower, enforceable against New Borrower and the Project in accordance with their terms. Except for the payment of the Principal Paydown (as defined below), this Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. Except for the payment of the Principal Paydown, New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and neither New Borrower nor New Operating Lessee shall impair the perfection or priority of said liens and
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security interests, which shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the Effective Date, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents. (q) No Default. To New Borrower's actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or an Event of Default by New Borrower under the Loan Documents. (r) Inspections. Other than that certain Property Condition Report for the Project dated _______________, prepared by ________________, under Project _____________, that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, and that certain Survey of the Project dated _____________, prepared by _____________________ under Project No. ______________, New Borrower has not obtained any other written inspection reports relating to the Project. Additionally, New Borrower has not obtained any tenant estoppel certificates from the tenants located at the Project that have not been delivered to Lender. (s) Reaffirmation. To New Borrower's actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the Effective Date; provided, however, to the extent any representation or warranty contained in the Loan Documents conflicts with any representation or warranty contained in this Agreement, then the representation and warranty contained in this Agreement shall control. (t) Additional Financing. New Borrower acknowledges and agrees that, as provided in Section 5.2.7 of the Loan Agreement, neither New Borrower nor any of its Related Entities shall have the right to obtain any mezzanine financing or additional financing other than the Loan in connection with the Project. 1.3 Acknowledgments, Warranties and Representations of New Operating Lessee. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Operating Lessee acknowledges, warrants, represents and agrees to and with Lender as follows: (a) Authority of New Operating Lessee. New Operating Lessee is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the Commonwealth of Virginia, if required. ____________ ("New Operating Lessee Authorized Officer") as the ________________ of New Operating Lessee, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Operating Lessee under this Agreement as applicable. The execution and delivery of, and performance under, this 10

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Agreement as applicable by New Operating Lessee Authorized Officer on behalf of New Operating Lessee has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Operating Lessee or the articles of incorporation, bylaws or any other organizational document of New Operating Lessee or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Operating Lessee is a party or by which the Project may be bound or affected. (b) Annual Budget. Current Borrower, Existing Operating Lessee or an affiliate thereof has submitted to Lender the Annual Budget (as defined in the Loan Agreement) for the calendar year 2011 attached as Exhibit E, which Annual Budget has been reasonably approved by Lender. New Operating Lessee shall provide Lender with an Annual Budget for each subsequent calendar year in accordance with the Loan Agreement. New Operating Lessee, or Project Manager, as applicable, shall use commercially reasonable efforts to operate the Project in accordance with the approved Annual Budget. 1.4 Acknowledgments, Warranties and Representations of New Borrower Parties. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows: (a) Operating Lease. New Operating Lessee shall lease the Project from New Borrower pursuant to the Operating Lease which agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee covenant and agree: (i) to comply with all material financial and other material terms and conditions of the Operating Lease, (ii) not to amend any material financial or other material term of the Operating Lease that may adversely affect New Borrower without obtaining the prior written consent of Lender, which consent may not be unreasonably withheld or delayed, (iii) not to assign, transfer or pledge (other than to Lender) any of their respective interests in the Operating Lease to any third party, (iv) not to consent or permit the assignment, pledge or other transfer of any right, title or interest in the Operating Lease or shares of New Operating Lessee to any third party, (v) not to sublease, license or otherwise grant any of its right to use any portion of the Project to any third party in violation of the Security Instrument; (vi) to pay to Lender any termination, consent or similar type fee paid or payable to New Borrower (as provided in the Operating Lease) in connection with any termination of any or part of the Operating Lease (the "Termination Fee") (which fee shall be held by Lender as security for the Loan, provided, however, the Termination Fee paid by New Borrower in accordance with this subsection (vi) shall be paid to Lender in a lump sum or as and when received by New Borrower and shall be credited against the next payment or payments (as applicable) due under the Loan Documents), and (vii) to use commercially reasonable efforts to enforce the terms and conditions of the Operating Lease. New Operating Lessee hereby acknowledges and agrees that if after the Effective Date a default or an Event of Default occurs and is continuing under the Loan Documents, Lender may elect, as one of its remedies under the Loan Documents (but not its exclusive remedy), to terminate the Operating Lease with respect to the Project, and Lender shall not be obligated to pay New Operating Lessee any termination fee or any other consideration (including, without limitation, the provision of another location in which to operate) in connection with Lender's termination of the Operating 11

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Lease. To the extent any of the terms and provisions of the Operating Lease conflict with the terms of the Loan Documents (including, without limitation, the required insurance and use of casualty or condemnation provisions), the terms and conditions of the Loan Documents shall prevail. New Operating Lessee shall execute and deliver to Lender the Collateral Assignment (as defined below) in form and content reasonably acceptable to Lender. Any material breach of the provisions of this Section by New Borrower or New Operating Lessee or New Operating Lessee's material default under the terms of the Collateral Assignment shall constitute an Event of Default under the Loan Documents, subject to notice as provided in the Loan Documents. (b) Management of Project. Project Manager shall manage the Project, pursuant to a written property management agreement between New Operating Lessee and Project Manager dated as of the Effective Date (the "New Management Agreement"), which New Management Agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee acknowledge that certain of the fees due under the New Management Agreement, and the material terms and provisions of the New Management Agreement, are subordinate to the Security Instrument. Neither New Borrower nor New Operating Lessee shall terminate, cancel, materially modify or revise, assign, renew or extend the New Management Agreement without Lender's prior written consent; provided, however, that New Operating Lessee shall be permitted to assign the New Management Agreement to an affiliate of Project Manager with Lender's consent, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply and shall cause New Operating Lessee to comply with all material terms and conditions of the New Management Agreement. Contemporaneously with this Agreement, New Operating Lessee has conditionally assigned its interest in the New Management Agreement and other collateral being collaterally assigned to New Borrower, and New Borrower has conditionally assigned its interests to Lender, by that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement (the "Collateral Assignment") as further security for the Loan. Lender recognizes that New Borrower is not a party to the New Management Agreement; however, the parties acknowledge that if New Operating Lessee changes Project Manager without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed in the event that the requested change of Project Manager by New Operating Lessee (and the accompanying assignment of the New Management Agreement) is to an affiliate of Project Manager), it shall constitute an Event of Default under the Loan Documents. The term "Management Agreement" or "management agreement" or such other similar term in the Loan Documents shall hereafter refer to the New Management Agreement. The term "Manager" or such other similar term in the Loan Documents shall hereafter refer to Project Manager. (c) New Franchise Agreement and Owner Agreement.

(i) The Franchise Agreement dated ____________, between New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender, pursuant to which New Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach, or violation existing thereunder by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower and New Operating Lessee acknowledge and agree that the fees due under the Franchise Agreement, and the terms and 12

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provisions of the Franchise Agreement, are subordinate to the Security Instrument. New Operating Lessee shall not terminate, cancel, amend or modify in any material respect, renew or extend the Franchise Agreement, or enter into any agreement relating to the right to operate the hotel located on the Project under a name and/or hotel system controlled by a franchisor other than Franchisor, without the prior express written consent of Lender, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply with, or cause New Operating Lessee to comply with, all material terms and conditions of the Franchise Agreement, including but not limited to the maintenance and operation of the facilities required to serve alcoholic beverages, if any. The term "Franchise Agreement" or such similar term in the Loan Documents shall hereinafter refer to the Franchise Agreement referred to herein. New Borrower shall deliver to Lender an unsigned comfort letter, in a form reasonably approved by Franchisor, from Franchisor in form and content reasonably acceptable to Lender prior to the Effective Date and an original comfort letter (in the form previously approved by Lender) executed by Franchisor within seven (7) business days following the Effective Date. (ii) The Owner Agreement dated ________, 2011, among New Borrower, New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender (the "Owner Agreement"), is in full force and effect and there is no material default, breach, or violation existing thereunder by any party thereto and no event has occurred, that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower acknowledges and agrees that the fees, if any, due under the Owner Agreement, and the terms and provisions of the Owner Agreement, are subordinate to the Security Instrument. New Borrower shall (i) promptly perform and observe all of the material covenants required to be performed and observed by it under the Owner Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Owner Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each any financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Owner Agreement; and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the manager and lessee under the Owner Agreement. New Borrower shall not, without Lender's prior consent (not to be unreasonably withheld or delayed): (i) surrender, terminate or cancel the Owner Agreement; (ii) reduce or consent to the reduction of the term of the Owner Agreement; (iii) increase or consent to the increase of the amount of any charges under the Owner Agreement; (iv) otherwise materially modify, change, supplement, materially alter or amend, or waive or release any of its rights and remedies under, the Owner Agreement; or (vi) suffer or permit the occurrence of continuance a default beyond any applicable cure period under the Owner Agreement.

ARTICLE 2 ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES

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13

As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions, each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows: 2.1 Assumption of Loan. Except as modified pursuant to this Agreement, New Borrower hereby assumes the indebtedness due under the Note (as modified by the Principal Paydown), the Loan and all of Current Borrower Parties' other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents. 2.2 Indebtedness. Borrower Parties acknowledge and agree that as of __________, 2011 (the "Calculation Date") and prior to taking into account the Principal Paydown and any Cash Collateral Payments (as defined in that certain Stipulation by and between Innkeepers USA Trust, LNR Partners LLC and the Ad Hoc Committee of Preferred Shareholders), the outstanding principal balance of the Loan is $___________ and $___________ of accrued and unpaid interest calculated at the Note interest rate is due and payable by Current Borrower to the Lender as of the Effective Date. As of the Effective Date, Lender has received $_________________ in Cash Collateral Payments allocable to interest for this Project such that the net amount of all accrued and unpaid interest due to Lender from Current Borrower as of the Effective Date is $_______________ ("Unpaid Interest Amounts"), which Unpaid Interest Amounts shall be paid by Current Borrower on or prior to the Effective Date. As of the Calculation Date, Lender is holding the following escrow and reserve balances (collectively, "Escrow Balances"): (i) a tax escrow balance of $____________; (ii) an insurance escrow balance of $__________; (iii) a replacement reserve escrow balance of $_________; and (iv) a required repair reserve escrow balance of $______________. Further, Borrower Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Current Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents. 2.3 Assumption Fees. Simultaneously with or prior to the execution hereof, New Borrower shall pay to or has paid Lender: (i) an assumption fee equal to $__________, which is 1% of the outstanding principal balance of the Loan as calculated after the Principal Paydown; (ii) a liquidation fee equal to $__________, which is 1% of the Principal Paydown; (iii) an administration fee equal to $125.00; (iv) a flood determination fee equal to $15.00; and (v) an insurance review fee equal to $400.00, each of which New Borrower agrees are fees for new consideration and are not interest charged in connection with the Loan. 2.4 Payment of Transaction Costs and Expenses. New Borrower shall pay at the time of execution of this Agreement by Lender: (a) the reasonable legal fees and disbursements of Lender's counsel, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the 14

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preparation of this Agreement and the transactions contemplated in this Agreement; (b) all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (c) the costs of updating Lender's policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender's option, the cost of obtaining a new Lender's policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement. 2.5 Post Closing Transfer of Licenses. Borrower Parties shall cause all licenses, permits and operating agreements required for the operation of the Project as it is currently being operated (collectively the "Licenses") to be transferred (to the extent the Licenses are transferable) or reissued into the name of New Borrower, New Operating Lessee and/ or Project Manager, as appropriate, within ninety (90) days after the Effective Date. The failure to timely transfer or obtain the Licenses in accordance with this Section 2.5 within ninety (90) days of the Effective Date shall constitute an Event of Default under the Security Instrument, provided however, so long as New Borrower Parties are diligently pursuing the transfer and/or issuance of Licenses and continue to provide Lender with updates of progress of such transfers and/or issuance, the New Borrower Parties shall have up to an additional ninety (90) days until an Event of Default shall be deemed to have occurred under the Security Instrument. 2.6 Release and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, to the extent arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising prior to the Effective Date. 2.7 Further Assurances. Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement. ARTICLE 3 ADDITIONAL PROVISIONS 3.1 Consent of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be 15

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deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower. 3.2 Release of Current Indemnitor and Current Borrower. By its execution hereof, Lender hereby releases (i) Current Indemnitor (as defined in the Joinder by and Agreement of Current Indemnitor attached hereto (the "Current Indemnitor Joinder")) from its obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Effective Date in accordance with and subject to the terms of the Current Indemnitor Joinder and (ii) Current Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date with the exception of any liability of Current Borrower based upon (a) any material misrepresentation or other direct or indirect act or omission caused by the Current Borrower or any of its agents, affiliates, subsidiaries or representatives that would lead to liability under the Loan Documents and/or (b) its obligations under the Environmental Indemnity described on Exhibit B that are directly or indirectly caused, in anyway by Current Borrower or any of its agents, affiliates, subsidiaries or representatives or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Project prior to the Effective Date, or result from a violation of Environmental Law (as defined in the Environmental Indemnity) prior to the Effective Date. Current Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party. 3.3 UCC Filings. New Borrower hereby grants and confirms unto Lender a first lien priority interest in all of New Borrower's personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code ("UCC"). Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily limited to, the state of organization of New Borrower and in the Records (collectively "Filings") in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties. New Operating Lessee hereby grants Lender the irrevocable power of attorney to file appropriate Filings which grant New Borrower a first lien priority interest in all of New Operating Lessee's Collateral (as defined in the Collateral Assignment), including, without limitation, its personal property, its interest in the Operating Lease, New Management Agreement and Franchise Agreement (to the extent those agreements may be collaterally assigned by their terms) and Hotel Accounts (as defined in the Management Agreement) and all of the fixtures located at the Project. For so long as the Loan, as modified by the Principal Paydown, has not been repaid and remains outstanding, New Borrower and New Operating Lessee hereby grant Lender an irrevocable power of attorney to file any Filings required to perfect Lender or New Borrower's security interests in the collateral described in the Loan Documents and this Agreement without further consent or approval (but with three (3) days prior written notice to New Borrower) of either New Borrower or New Operating Lessee. 16

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3.4 References to Loan Documents and Amendment to Loan Documents. All references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in connection with the Requested Actions, including, but not limited to, the Collateral Assignment. New Borrower and New Operating Lessee hereby acknowledge and agree that a material breach by New Operating Lessee of any covenant, agreement and obligation set forth in the Loan Documents shall constitute an Event of Default under the Loan Documents. 3.5 Amendment to Note. From and after the Effective Date, the Note described on Exhibit B is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.6 Amendment to Security Instrument.

(a) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) All references to "Operating Lease" in the Security Agreement shall hereinafter refer to the Operating Lease. 3.7 Amendment to Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Leases and Rents is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.8 Amendments to Loan Agreement.

(a) From and after the Effective Date, the Loan Agreement is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) follows: (i) All references to Company Agreement shall hereinafter refer to the _____________________. (ii) The definition for "Debt Service Payment Amount" shall be deleted in its entirety and replaced with the following: "Debt Service Payment Amount shall mean, with respect to each Payment Date, a monthly payment in the amount of $_________ (the principal component of which amount is based on a 30 year amortization schedule)." (iii) The definition for "Insolvency Opinion" shall be deleted in its entirety and replaced with the following: "Insolvency Opinion" shall mean that certain nonconsolidation opinion letter dated ____________ delivered by Hunton & Williams LLP in connection with the Loan. (iv) All references to "Operating Lease" shall refer to the Operating Lease. The definitions for the following terms shall be revised and modified as

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17

(v) Lessee. (vi) (vii) Manager.

All references to "Operating Lessee" shall refer to New Operating "Guarantor" shall hereinafter refer to Chatham Lodging Trust. All references to "Manager" shall hereinafter refer to Project

(viii) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the following shall replace (d) of the definition of "Permitted Transfers": ""(d) (i) the issuance, grant sale, conveyance, transfer or other disposition of any shares of common stock the REIT and (ii) the issuance, grant, sale, conveyance, transfer or other disposition of the operating partnership units of Chatham Lodging, L.P., a Delaware limited partnership ("Lodging"), provided that at all times one hundred percent (100%) of general partnership interests in Lodging are beneficially owned and controlled by Sponsor." (ix) The following shall be added as a definition in the Loan Agreement: "REIT shall mean Chatham Lodging Trust." (x) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the term "Sponsor" shall hereinafter refer to Chatham Lodging Trust. (c) For so long as New Borrower owns the Property and the REIT Controls New Borrower, Section 2.4 shall be deleted in its entirety. (d) The second sentence of Section 4.1.36 shall be replaced with the following: "Borrower is organized under the laws of the State of Delaware and Operating Lessee is organized under the laws of the State of Delaware. (e) The organizational identification number in Section 5.1.10 shall be replaced with the following: ________________. (f) The reference to CT Corporation System and its address in Section 10.3 are hereby deleted in their entirety and replaced with the following: __________________. (g) The addresses in Section 10.6 are hereby deleted in their entirety and replaced with the applicable addresses in Section 4.6 of this Agreement. (h) attached hereto. (i) attached hereto. (j) Schedule I is hereby deleted in its entirety and replaced with Schedule I Schedule II is hereby deleted in its entirety and replaced with Exhibit C Schedule IV is hereby deleted in its entirety. 18

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(k) The Loan Agreement is hereby amended so that from and after the Effective Date, New Borrower and New Operating Lessee shall be responsible for the covenants, representations and agreements contained therein. 3.9 Paydown on Effective Date. On the Effective Date, New Borrower shall pay to Lender the sum of $2,000,000.00 (the "Principal Paydown") which shall be applied to reduce the principal balance of the Loan and the amount secured by the Security Instrument to $______________. Lender shall waive any Yield Maintenance Premium (as defined in the Loan Agreement), prepayment premium or other similar fee or penalty due in connection with the Principal Paydown. Lender hereby confirms that upon its receipt of the Principal Paydown and the full execution and delivery of this Agreement and all documents executed and/or required in connection with the Requested Actions, all accrued late fees and the unpaid accrued interest and default interest shall be waived by Lender. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 No Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law. 4.2 No Waivers. Except as otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any party hereto contrary to the provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such party's rights under this Agreement without invalidating this Agreement. 4.3 Successors or Assigns. Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and inure to the benefit of the heirs, executors, legal representatives, successors, successors-in-title and assigns of the parties, whether so expressed or not. 4.4 Construction of Agreement. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity 19

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to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm's length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary acts of Borrower Parties. 4.5 Invalid Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 4.6 Notices. Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses ("Communications") permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above: U.S. Bank National Association, as Trustee c/o Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 Re: ML-CFC 2006-4; Loan No: M550203998 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139
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20

Attn: Director of Servicing Re: ML-CFC 2006-4; Loan No: M550203998 and, if given to Current Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Borrower, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Operating Lessee, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________

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21

4.7 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located. 4.8 Headings; Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement. 4.9 Modifications. The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, and except as modified herein, all other provisions of the Loan Documents shall remain in full force and effect. 4.10 Time of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender. 4.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. 4.12 New Indemnitor Joinder. New Indemnitor (as defined in the Joinder By and Agreement of New Indemnitor attached hereto) shall assume the obligations of Current Borrower and/or Current Indemnitor under the Guaranty, Environmental Indemnity and Payment Guaranty pursuant to the Joinder by and Agreement of New Indemnitor attached hereto. 4.13 WAIVER OF TRIAL BY JURY. BORROWER PARTIES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

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22

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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23

The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact

By: Print Name: ______________, President

Print Name:

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS: )

The foregoing instrument was acknowledged before me this _____ day of __________, 2011, by ______________, President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said limited liability company, as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, on behalf of the said trust. He _____ is personally known to me or _____ has produced a drivers license as identification. _______________________________________ Notary Public, State of Florida [AFFIX NOTARY STAMP ABOVE] Print Name:_____________________________ My Commission Expires:__________________

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: CURRENT BORROWER: KPA TYSONS CORNER RI LLC, a Delaware limited liability company By: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: _ (SEAL) Name: ____________, _________

Print Name: Print Name:

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, the sole member of KPA TYSONS CORNER RI, LLC, a Delaware limited liability company, on behalf of the corporation, the limited partnership and the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: EXISTING OPERATING LESSEE: GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Grand Prix General Lessee, LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER: CHATHAM TYSONS RI LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM TYSONS RI LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW OPERATING LESSEE: CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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EXHIBIT A
LEGAL DESCRIPTION

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MIAMI 2587913.3 7249634763

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EXHIBIT B LOAN DOCUMENTS 1. Loan Agreement dated as of September 19, 2006 (the "Loan Agreement") entered into by and between KPA Tysons Corner RI LLC, a Delaware limited liability company ("Current Borrower"), and Merrill Lynch Mortgage Lending, Inc., a Delaware corporation ("Original Lender"), as assigned to Lender. Promissory Note dated September 19, 2006 (the "Note") in the original principal amount of $24,200,000.00 made by Current Borrower in favor of Original Lender, as assigned to Lender. Deed of Trust and Security Agreement dated as of September 19, 2006 (the "Security Instrument") made by Current Borrower to James W. DeBoer, as trustee in favor of Original Lender, recorded in Official Deed Book 18786, Page 1866 of the Public Records of Fairfax County, Virginia (the "Records"), as assigned to Lender. Assignment of Leases and Rents (the "Assignment of Leases and Rents") dated as of September 19, 2006, made by Current Borrower in favor of Original Lender, recorded in Official Deed Book 18786, Page 1899 of the Records, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, as secured party, filed with the Secretary of State of Delaware as Initial Filing No. 6335165 7, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, recorded under UCC Financing Statement No. 06-001089 of the Records, as assigned to Lender. Environmental Indemnity Agreement dated as of September 19, 2006, made by Current Borrower in favor of Original Lender (the "Environmental Indemnity"), as assigned to Lender. Guaranty Agreement dated as of September 19, 2006, made by Innkeepers USA Trust in favor of Original Lender (the "Guaranty"), as assumed by Grand Prix Holdings LLC, a Delaware limited liability company ("Current Indemnitor"), as assigned to Lender. Cash Management Agreement dated as of September 19, 2006, by and among Current Borrower, Original Lender, PNC Bank National Association, KPA Leaseco, Inc., and Innkeepers Hospitality Management, Inc., a Florida corporation (the "Cash Management Agreement"), as assigned to Lender. Deposit Account Control Agreement dated as of November 1, 2006, by and among Current Borrower, Original Lender and Bank of America, N.A (the "Deposit Account Control Agreement"), as assigned to Lender.

2.

3.

4.

5.

6.

7.

8.

9.

10.

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11.

Consent Agreement dated as of June 29, 2007, by and among Current Borrower and LaSalle Bank National Association, as Trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, as Lender ("LaSalle Bank, as Trustee"), as joined by Current Indemnitor, Existing Operating Lessee and Island Hospitality Management, Inc., a Florida corporation ("Existing Project Manager"), as assigned to Lender. Assignment of Management Agreement and Subordination of Management Fees dated as of June 29, 2007, by and among LaSalle Bank, as Trustee, Existing Operating Lessee and Existing Project Manager, as assigned to Lender. Subordination and Attornment Agreement dated as of June 29, 2007, by and between LaSalle Bank, as Trustee and Existing Operating Lessee, as assigned to Lender. Guaranty of Payment and Completion dated as of June 29, 2007, by and between Current Indemnitor and LaSalle Bank, as Trustee (the "Payment Guaranty"), as assigned to Lender.

12.

13. 14.

The documents referred to in item 1-14 and all those certain documents evidencing and securing the Loan are collectively referred to as the "Loan Documents".

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EXHIBIT C INTENTIONALLY DELETED

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EXHIBIT D PROPERTY IMPROVEMENT PLAN

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EXHIBIT D PROPERTY IMPROVEMENT PLAN (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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EXHIBIT E 2011 ANNUAL BUDGET

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EXHIBIT E 2011 ANNUAL BUDGET (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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SCHEDULE I Organizational Chart

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SCHEDULE I Organizational Chart (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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JOINDER BY AND AGREEMENT OF CURRENT INDEMNITOR The undersigned, GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Current Indemnitor"), under the Guaranty and Payment Guaranty (collectively, the "Guaranty") executed in connection with the Loan described in the Loan Document Modification and Deed of Trust Assumption Agreement ("Agreement") to which this Joinder by and Agreement of Current Indemnitor ("Current Indemnitor Joinder") is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following: 1. Defined Terms. All capitalized terms used in this Current Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Reaffirmation of Guaranty. The Guaranty constitutes the valid, legally binding joint and several obligation of Current Indemnitor, enforceable against Current Indemnitor in accordance with their respective terms. By Current Indemnitor's execution hereof, Current Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which Current Indemnitor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty or any of the other Loan Documents. 3. Agreements of Current Indemnitor. Current Indemnitor consents to the execution and delivery of the Agreement by Current Borrower and New Borrower and agrees and acknowledges that, except as set forth in paragraph 5 below, the liability of Current Indemnitor under the Guaranty shall not be diminished in any way by the execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not limited to the Requested Actions. 4. Authority Representations by the Current Indemnitor. The execution and delivery of, and performance under, this Current Indemnitor Joinder, the Guaranty by Current Indemnitor will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Indemnitor is a party or by which the Project may be bound or affected. 5. Release of Current Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Current Indemnitor Joinder, the Security Instrument, or the other Loan Documents, Current Indemnitor's obligations under the Guaranty shall not apply with respect to, and by acceptance of this Current Indemnitor Joinder, Lender agrees that Current Indemnitor is hereby released from any and all of Current Indemnitor's obligations (the "Guaranteed Obligations") under the Guaranty for acts or events occurring or obligations arising after the Effective Date, unless such Guaranteed Obligations are caused by Current Borrower and/or Current Indemnitor and/or any of their agents prior to the Effective Date..

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned Current Indemnitor has executed and delivered this Current Indemnitor Joinder to be effective as of the date of the Agreement. CURRENT INDEMNITOR: GRAND PRIX HOLDINGS LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of Grand Prix Holdings LLC, a Delaware limited liability company, on behalf of said company.

Notary Public, State of My Commission Expires:

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JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, Chatham Lodging Trust ("New Indemnitor"), the Principal referred to in the Agreement to which this Joinder by and Agreement of New Indemnitor (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty, Payment Guaranty and Environmental Indemnity (all as defined in the Agreement) and pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following: 1. Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Benefit to New Indemnitor. New Indemnitor, owning a direct and/or indirect interest in New Borrower as a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions. 3. Assumption by New Indemnitor of Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to New Indemnitor. 4. follows: (a) Amendment to Guaranty. The Guaranty shall be revised and modified as

Section 1.2 shall be deleted in its entirety and replaced with the following:

"1.2 Definition of Guaranteed Obligations. As used herein, the term Guaranteed Obligations means the obligations described in the following subsections 1.2(a), 1.2(b), and 1.2(c), but only to the extent such obligations and violations described herein are directly caused by any action or inaction by Borrower, Operating Lessee or any person that controls Borrower or Operating Tenant (as applicable) (other than Lender, its Affiliates, or any lender to Borrower permitted under the Loan Agreement): (a) the payment obligations or liabilities of Borrower to Lender for actual losses, damages, costs and expenses, liabilities, claims or other obligations actually incurred by Lender (including reasonable attorneys fees and costs reasonably incurred but excluding consequential, special or punitive damages), arising out of or in connection with the following: (i) fraud or intentional misrepresentation by Borrower, Operating Lessee or Guarantor in connection with the Loan;
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(ii)

willful misconduct of Borrower or Operating Lessee;

(iii) damage to the Property as a result of the gross negligence or willful misconduct of Borrower, Operating Lessee or Guarantor; (iv) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity Agreement concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto; (v) the removal or disposal of any material portion of the Property by Borrower or Operating Lessee upon and during the continuance of an Event of Default in violation of the Loan Agreement; (vi) the misappropriation or conversion by Borrower or Operating Lessee of (A) any Insurance Proceeds paid by reason of any Casualty to the Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or (D) any Rents or other amounts which should have been deposited in the Lockbox Account but were diverted therefrom by Borrower, Operating Lessee or Guarantor; (vii) failure of Borrower or Operating Lessee to pay Taxes or other charges which give rise to Liens on the Property except to the extent that Rents were insufficient to pay such Taxes or other charges; (viii) the failure of Borrower or Operating Lessee to obtain Lenders prior written consent to any Indebtedness voluntarily incurred by Borrower or the voluntary grant or creating of any Lien (other than Permitted Encumbrances) encumbering the Property, or the failure of Borrower to obtain Lenders prior written consent to any voluntary Transfer in each case as may be required by the Loan Agreement; and (ix) Borrower, Operating Lessee, Guarantor or any of their respective Affiliates, agents, employees, members, partners, directors or officers, in bad faith, causes any material interference or material resistance (including, without limitation, any action reasonably likely to cause a material delay to Lender) with Lenders exercise of any and all of its rights and remedies under the Loan Documents, at law or in equity (provided that defending any demand for payment solely on the grounds that the demanded amount had already been paid and not returned or otherwise disgorged, shall not trigger liability under this clause (ix)); (b) the entire amount of the Debt in the event of:

(i) Borrower filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law;

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(ii) the filing by any Person other than Lender of an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law in which Borrower or Operating Lessee colludes with such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; (iii) Borrower filing an answer consenting to or joining in any involuntary petition filed against it, by any Person other than Lender under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; (iv) Borrower consenting to or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Property; (v) Borrower making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; and (vi) Borrower materially violating the Single Purpose Entity provisions of their respective organizational documents; (c) any fees associated with any termination fees or any loss sustained by Lender as a result of the termination of the Franchise Agreement as a result of Borrowers failure to comply with the provisions of Section 5.1.24(b) of the Loan Agreement. (b) Section 1.11 is deleted in its entirety and replaced with the following:

"1.11 Borrower. The term Borrower as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization (but excluding the Lender, its Affiliates, any entity owned or controlled by Lender and any lender to Borrower permitted under the Loan Agreement) formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any direct interest in Borrower." (c) Section 3.4 is deleted in its entirety and replaced with the following:

"3.4 Guarantors Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is solvent, and has assets which, fairly valued, exceed its obligations, liabilities (including the amount that can reasonably be expected to become absolute and fixed in respect of contingent liabilities) and debts, and has property and assets sufficient to satisfy and repay its obligations and liabilities."

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(d) The address for Guarantor in Section 5.2 shall be revised to the address in Section 9 below and Lender's address in Section 5.2 shall be revised to the address for Lender in the Agreement. 5. Assumption by New Indemnitor of Payment Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Payment Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Payment Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Payment Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Payment Guaranty is amended to provide that all references to the term "Borrower" used in the Payment Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Payment Guaranty shall mean and refer to New Indemnitor. 6. Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of the Current Borrower's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder, including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements and liabilities of Current Borrower, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued and without regard to the Current Borrower's responsibility therefore, if any. New Indemnitor further agrees to pay, perform, and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower. From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower" used in the Environmental Indemnity shall mean and refer to New Borrower and the term "Guarantor" used in the Environmental Indemnity shall mean and refer to New Indemnitor. 7. Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement. 8. Authority Representations by New Indemnitor. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under the New Indemnitor Joinder and the Guaranty, Payment Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor is a party or by which the Project may be bound or affected.

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9. Notices to New Indemnitor. From and after the Effective Date, Lender shall deliver any notices to New Indemnitor which are required to be delivered pursuant to the Guaranty, Payment Guaranty and Environmental Indemnity , or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to New Indemnitor at the following address: ____________________ ____________________ ____________________ Attn: ________________ Facsimile: ____________ All notices to be sent by New Indemnitor to Lender under the Guaranty, Payment Guaranty and Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached. 8. Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement. NEW INDEMNITOR: CHATHAM LODGING TRUST, a real estate investment trust

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) )

ss:

The foregoing instrument was acknowledged before me this _____ day of ________, 2011, by ________________ as __________________ of Chatham Lodging Trust, a real estate investment trust, on behalf of the said trust. He is personally known to me or has produced a drivers license as identification.

NOTARY PUBLIC, STATE OF FLORIDA Print or Stamp Name of Notary My Commission Expires: [AFFIX NOTARY STAMP ABOVE]

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SUBORDINATION OF OPERATING LEASE, COLLATERAL ASSIGNMENT AND ATTORNMENT AGREEMENT (ML-CFC 2006-4; Loan No. 550203998) THIS SUBORDINATION OF OPERATING LEASE, COLLATERAL ASSIGNMENT AND ATTORNMENT AGREEMENT (this "Agreement") is made as of the ____ day of ______, 2011, by and between U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, having an address Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612; Re: ML-CFC 2006-4; Loan No. 550203998, (together with its successors and/or assigns, "Lender"), CHATHAM TYSONS RI LLC, a Delaware limited liability company having an office at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Borrower") and CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company having an office at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Tenant"). RECITALS: A. Lender is the owner and holder of a Loan in the original principal amount of $25,200,000.00 made by Merrill Lynch Mortgage Lending, Inc. ("Original Lender") to KPA Tysons Corner RI LLC ("Original Borrower") on September 19, 2006 (the "Loan") pursuant to that certain Loan Agreement dated as of September 19, 2006 between Original Borrower and Original Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Loan Agreement"), which Loan is being assumed by Borrower pursuant to that certain Note Modification and Deed of Trust Assumption Agreement executed contemporaneously herewith between Borrower, Operating Tenant and Lender (the "Assumption Agreement"). B. The Loan is secured by, among other things, the Mortgage (as defined in the Loan Agreement) which grants Lender a first lien on the property commonly known as 8400 Old Courthouse Road, Vienna, Virginia (as more particularly described on Exhibit A attached hereto, the "Property") encumbered thereby and is further evidenced by the Note and the other Loan Documents (as such terms are defined in the Assumption Agreement). C. In connection with Borrower's assumption of the Loan, Borrower shall lease the Property to Operating Tenant pursuant to the terms of that certain Lease Agreement executed contemporaneously herewith between Borrower and Operating Tenant (the "Operating Lease"). D. Operating Tenant has agreed to confirm the subordination of the Operating Lease to the Mortgage and the other Loan Documents and to the respective liens thereof on the terms and conditions hereinafter set forth.

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AGREEMENT: NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (A) Operating Tenant hereby (i) grants, sells, transfers, assigns, delivers, sets over and conveys to Borrower as security for the payment of Operating Tenants obligations under the Operating Lease and the observance and performance by Operating Tenant of the terms, covenants and conditions of the Operating Lease, all of Operating Tenant's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties (collectively, the "Collateral"), if any, to the extent the applicable law permits such assignment by Operating Tenant (the Collateral Assignment) and (ii) subordinates its interest in the Operating Lease, Property and the Collateral to Lender, and any subsequent owner and holder of the Loan Documents and (B) Borrower hereby grants, sells, transfers, assigns, delivers, sets over and conveys to Lender as additional security for the payment of the Loan and the observance and performance by Borrower of the terms, covenants and conditions of the Loan Documents, all of Borrowers right, title and interest in and to the Collateral Assignment and the Operating Lease, and in connection therewith, the parties hereto further agree as follows: 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assumption Agreement, and the following terms shall have the following meanings: "Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures.
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"Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable.
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"Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable. 2. Assignment/Grant of Security Interest.

(a) Operating Tenant hereby grants, assigns, transfers, and delivers, sets over and conveys to Borrower, as security for the full, timely and faithful repayment and performance by Operating Tenant of its obligations hereunder and under the Operating Lease, all of its right, title and interest in and to the Collateral located on the Property or related to the operation, administration, construction, maintenance or management of the Property, to the extent that applicable law permits. This Agreement constitutes a "security agreement" on all personal property within the meaning of the Uniform Commercial Code ("UCC") and other applicable law with respect to the Collateral and, to that end, Operating Tenant agrees that Borrower shall have the rights and remedies of a secured party under the UCC with respect to such Collateral. Operating Tenant hereby consents to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office (collectively, "Filings") in order to perfect said interest in the Collateral and, in accordance with the UCC, the Filings may be made by Borrower without the consent or signature of Operating Tenant.

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(b) Borrower hereby grants, assigns, transfers and delivers, sets over and conveys to Lender, as additional security for the full, timely and faithful repayment and performance by Borrower of its obligations hereunder and under the Assumption Agreement, all of its right, title and interest in and to the Collateral Assignment and the Operating Lease to the extent that applicable law permits. Borrower hereby consents to the filing of any Filings in order to perfect said interest in the Collateral Assignment and, in accordance with the UCC, the Filings may be made by Lender without the consent or signature of Borrower. (c) It is the intention of Operating Tenant that this Agreement establishes a valid present transfer and assignment to Borrower, as additional security for the payment and performance of Operating Tenants obligations under the Operating Lease, of the rights of Operating Tenant under each and all of the Collateral and Operating Tenant hereby makes, constitutes and appoints Borrower, its agents and designees, at such time as Borrower may exercise its rights and powers hereunder pursuant to the terms hereof, as the true and lawful agents and attorneys-in-fact of Operating Tenant, with full power of substitution, to exercise all rights of Operating Tenant under each and all of the Collateral, and to take all actions necessary or proper to carry out the intent of this Agreement and to perfect and protect the liens and rights of Borrower created under this Agreement, including without limitation to claim, bring suit, settle or adjust any insurance proceeds claims relating to the Collateral. Operating Tenant agrees that neither Borrower nor any of Borrower's officers, directors, shareholders, partners, employees, counsel, agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. (d) Borrower agrees that this Agreement shall constitute a perfected, absolute and present assignment and security interest in favor of Lender, subject, however, to the limitations described in Section 3 hereof. Upon the occurrence of an Event of Default under any of the Loan Documents, Lender may, without affecting any of its rights or remedies against Borrower under any other instrument, document or agreement, exercise its rights under this Agreement in any manner permitted by law. 3. Lender's Deferred Exercise of Rights. Notwithstanding anything contained herein to the contrary, although it is the intention of the parties that this Agreement shall constitute a present collateral assignment, it is understood and agreed that Lender shall not exercise any of the rights and powers conferred upon it herein until and unless an Event of Default shall occur and be continuing (beyond any applicable grace or cure period) under any of the Loan Documents and Lender has provided Borrower with written notice thereof; provided, however, that nothing herein contained shall be deemed to affect or impair any rights that Lender has under this Agreement or the Loan Documents. 4. Subordination. The Operating Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Operating Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Mortgage and the other Loan Documents and to the respective liens thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage and the other Loan
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Documents had been executed, delivered and recorded prior to the execution and delivery of the Operating Lease. 5. Estoppel. Operating Tenant represents and warrants, to its knowledge, that as of the date hereof (a) the Operating Lease constitutes the entire agreement between Operating Tenant and Borrower with respect to Operating Tenant's use and enjoyment of the Property and has not been modified or amended, (b) the Operating Lease is in full force and effect and the term thereof commenced on the date hereof, (c) neither Operating Tenant nor Borrower is in default under any of the terms, covenants or provisions of the Operating Lease and Operating Tenant knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Operating Lease by Operating Tenant or Borrower thereunder, (d) neither Operating Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease, (e) all Rent (as defined in the Operating Lease) and other sums due and payable under the Operating Lease have been paid in full and no Rent or other sums payable under the Operating Lease have been paid for more than one (1) month in advance of the due dates thereof and (f) there are no offsets or defenses to the payment of the Rent or other sums payable under the Operating Lease. 6. Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as "Purchaser"), at Purchaser's election, the Operating Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Operating Tenant upon all of the terms, covenants and conditions set forth in the Operating Lease and in that event, Operating Tenant agrees to attorn to Purchaser and Purchaser by virtue of such election shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of its obligations under the Operating Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Operating Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Operating Tenant to any Prior Landlord in accordance with the Operating Lease, (d) bound by any payment of rents, additional rents or other sums which Operating Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) except as permitted by the Loan Agreement or the Assumption Agreement, bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Operating Lease, or any voluntary surrender of the premises demised under the Operating Lease, made without Lender's or Purchaser's prior written consent prior to the time Purchaser succeeded to Borrower's interest. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser's interest in the Property and shall in no event exceed such interest. If the Operating Lease is terminated by Purchaser, Operating Tenant shall use reasonable efforts, at no cost and expense to Operating Tenant, to transfer all licenses, permits and the like (including liquor licenses) held by Operating Tenant to
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Purchaser and/or its designee and reasonably assist in the transition of any employees employed by Operating Tenant to Purchaser and/or its designee. 7. Lender: Agreements by Operating Tenant. Operating Tenant covenants and agrees with

(a) except as permitted by the Loan Agreement and the Assumption Agreement, not to (i) assign, sublet, convey, mortgage, pledge, grant easements or otherwise encumber or transfer its interest in the Operating Lease without the prior written consent of Lender and the delivery of a Rating Confirmation (as defined below) if required by Lender, (ii) materially modify or amend, terminate, cancel or surrender the Operating Lease without the prior written consent of Lender, which consent may not be unreasonably withheld or delayed and, if required by Lender, the delivery of a Rating Confirmation or (iii) pledge or grant any security interest in its income derived from the operation of the Property to any party other than Borrower; (b) to promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Franchise Agreement, operate the Property in accordance with terms of the Franchise Agreement and to use reasonable efforts to preserve and to keep unimpaired its material rights thereunder and in the Collateral; (c) to promptly notify Lender in writing of any default under the Franchise Agreement of which it is aware and provide Lender with copies of any written notice of default under the Franchise Agreement that it may receive; (d) to renew, maintain and/or replace the Collateral, to the extent commercially reasonable and if required by applicable law, Operating Tenant agrees that the Collateral shall not be replaced or substituted, and to not delegate its responsibilities under the Franchise Agreement (other than to the Manager under the New Management Agreement), without the prior written consent of Lender in each case, which consent shall not be unreasonably withheld or delayed. Operating Tenant shall not sell, lease, assign, transfer or otherwise dispose of any of the Collateral except in the ordinary course of business and as permitted under the Operating Lease. With respect to the use and replacement of Fixtures and Personalty and with respect to the expiration, termination, revocation, non-renewal or replacement of any Agreement, Permits, Plans or Warranties, any such disposition shall be made in compliance with all other applicable provisions of this Agreement and the terms of the Franchise Agreement and the Loan Documents, including by not limited to the replacement of Fixtures and Personalty with property of similar utility and value; (e) that other than the "Inventory" (as defined in the Operating Lease), the Franchise Agreement, and the other agreements with Franchisor or entities related to Franchisor, all material personal tangible and intangible personal property used in or necessary for the operation of the hotel located on the Property shall be owned by Borrower and not by Operating Tenant; but Operating Tenant shall be permitted to lease such personal property from Borrower; (f) to obtain Lender's prior written consent (such consent not to be unreasonably withheld or delayed) to any material modification, termination or extension of the Franchise Agreement;
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(g) to promptly following receipt of written request of Lender, furnish Lender with executed or certified copies of the Franchise Agreement, or copies of any other material Agreements, Warranties, Permits and other written agreements between Operating Tenant and any contractor, governmental authority or others, setting forth the contractual or other arrangements between them as such matters may be in the possession or control of Operating Tenant. For all purposes hereof, "material" shall mean any agreement with a term in excess of one year and where the obligations of Operating Tenant or Borrower thereunder are equal to or in excess of $250,000. Operating Tenant shall also promptly comply with any written request of Lender concerning the Collateral provided such request is reasonable and detailed. Such requests may be made at any reasonable time; (h) that notwithstanding anything to the contrary contained in the Franchise Agreement, or this Agreement, Operating Tenant agrees that, in the event of any termination of the Franchise Agreement by Lender, in connection with a sale pursuant to a foreclosure or a deed in lieu thereof, such termination shall not give rise to any fees or other consideration to be paid to Operating Tenant by Lender in connection with such termination. Nothing herein shall preclude Operating Tenant from collecting any such fees or other consideration from Borrower; (i) notwithstanding that Operating Tenant is not a party to all of the Loan Documents, Operating Tenant hereby agrees to materially comply with all hotel and other property related covenants and obligations of Borrower set forth in the Loan Documents; and (j) except as permitted under the Operating Lease, it shall not create, incur, assume or permit to continue in existence and use reasonable efforts to promptly discharge at its expense, any security interests arising by any action or omission by Operating Tenant or its employees, agents or representatives in any Collateral and any additional Collateral purchased by Operating Tenant with its own funds and in accordance with the special purposes entity provisions in the Loan Documents; and (k) that the provisions of the Loan Agreement with respect to insurance requirements and the application of insurance proceeds, condemnation proceeds and condemnation awards, shall govern in the event of any inconsistency between such provisions and the provisions of the Operating Lease. Except as permitted by the Loan Agreement and the 8. Agreement by Borrower. Assumption Agreement, Borrower covenants and agrees with Lender not to (i) assign, sublet, convey, mortgage, pledge, grant easements or otherwise encumber or transfer its interest in the Operating Lease without the prior written consent of Lender and the delivery of a Rating Confirmation if required by Lender, (ii) materially modify or amend, terminate, cancel or surrender the Operating Lease without the prior written consent of Lender and, if required by Lender, the delivery of a Rating Confirmation or (iii) pledge or grant any security interest in its income derived from the operation of the Property to any party other than Borrower. 9. Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (as defined in the Loan Agreement) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days
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after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to Operating Tenant: Chatham Tysons RI Leaseco LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 Attn: Jeff Fischer, CEO U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 Re: ML-CFC 2006-4; Loan No. 55023998 LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami, Florida 33139 Attn.: Director of Servicing Re: ML-CFC 2006-4; Loan No. 55023998

If to Lender:

With a copy to:

or addressed as such party may from time to time designate by written notice to the other parties. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. 10. Reporting. Operating Tenant agrees to simultaneously deliver to Lender all budgets, financial statements, reports, notices of default and other material notices and documents which (i) Operating Tenant is required to deliver to Borrower pursuant to the terms of the Operating Lease, and (ii) to the extent prepared by Operating Tenant, Borrower is required to deliver to Lender pursuant to Section 5.1.11 of the Loan Agreement. 11. Consent. Notwithstanding anything in the Operating Lease to the contrary, Operating Tenant agrees that (i) to the extent that (x) the approval or consent of Borrower is required pursuant to the terms of the Operating Lease and (y) the consent of Lender and the delivery of a Rating Confirmation (as defined below) would be required for Borrower to take such action under the Loan Agreement and the other Loan Documents, then Operating Tenant agrees that such approval or consent shall also be conditioned upon the prior written consent of Lender (such consent not to be unreasonably withheld or delayed) and the delivery of a Rating Confirmation, as applicable, and (ii) it shall not unreasonably agree to any action by Borrower which would result in a reduction or adjustment of the Basic Rent, Percentage Rent, Annual Room Revenues Break Point and Additional Charges (as such terms are defined in the Operating Lease). Any of the foregoing activities referred to in this Section 11 and engaged in by Operating Tenant without the prior written consent of Lender (such consent not to be -9MIAMI 2537096.3 7249634763

unreasonably withheld or delayed) or, after the occurrence of a Securitization, delivery of a Rating Confirmation, shall be void and of no force and effect whatsoever. As used in this Agreement, "Rating Confirmation" shall mean each of the Rating Agencies which have assigned ratings to any Securities shall have confirmed in writing that the occurrence of the event with respect to which such Rating Confirmation is sought shall not in itself result in a downgrade, qualification or withdrawal of, the then current ratings assigned to the Securities in connection with a Securitization. In the event that no Securities are outstanding or the Loan is not part of a Securitization, any action that would otherwise require a Rating Confirmation shall require the consent of the Lender. In the event pursuant to the Loan Agreement and the other Loan Documents Lender is required to not unreasonably withhold its consent if such action were to be taken by Borrower under the Loan Agreement and the other Loan Documents, then Lender agrees not to unreasonably withhold its consent hereunder. 12. Notice to Lender. Operating Tenant agrees that it shall deliver to Lender a copy of any written notice of default given by Operating Tenant to Borrower simultaneously with the delivery to Borrower. 13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Lender, Borrower, Operating Tenant and Purchaser and their respective successors and assigns. 14. Governing Law. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State or Municipality where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State or Municipality where the Property is located. 15. Limitation of Liability. The liability of Operating Tenant hereunder shall be limited to its interest in the Property. Notwithstanding the foregoing, if Lender or Purchaser succeeds to the interest of Borrower, as lessor under the Operating Lease, the limitation on liability contained in this Section 16 shall be of no further force or effect and Lender or Purchaser, as the case may be, shall have all of the rights and remedies of lessor under the Operating Lease. 16. Remedies.

(a) Upon the occurrence and during the continuation of any uncured Event of Default (beyond any applicable grace or cure period), subject, however, to the limitations described in Section 3 hereof and the other Loan Documents, Lender may do any lawful act which Lender deems proper to protect its rights hereunder until all indebtedness and sums due under the Loan Documents are paid in full. (b) At any time after the occurrence or during the continuation of an uncured Event of Default (beyond any applicable grace or cure period), should Operating Tenant fail to perform any act as herein provided in the Franchise Agreement or the Collateral, then Lender, but without obligation to do so and without releasing Operating Tenant from any obligation herein, may make or do the same, including, without limitation, appearing in and defending any action purporting to affect the rights or powers of Lender hereunder and performing any obligation of Operating Tenant under any of the Collateral. In exercising any such powers,
- 10 MIAMI 2537096.3 7249634763

Lender may pay reasonable costs and expenses, engage counsel and incur and pay reasonable attorneys' fees and disbursements and costs and expenses of suit. Borrower or Operating Tenant, as applicable, will pay immediately upon demand all reasonable costs and expenses paid or incurred by Lender hereunder, together with interest thereon at the rate applicable under the Note after default. (c) The acceptance by Lender of this Agreement shall not constitute a satisfaction of any indebtedness, liability or obligation, or any part thereof, now or hereafter owed by Borrower to Lender. Nothing in this Agreement shall be deemed to obligate Lender to undertake or perform any of the terms or conditions of the Collateral, or to enforce compliance therewith, and subject to the limitations contained herein, in the other Loan Documents and the Assumption Agreement, Lender may institute such legal action and otherwise exercise any of its rights and powers under the Loan Documents, in such manner as it may deem advisable at any time it shall deem fit, and for any cause for which the same might have been instituted or done had this Agreement not been made, and that no waiver or condemnation of any breach or default and no waiver of any right of Lender hereunder shall be deemed to constitute a waiver of any other or subsequent breach or default, or to prevent subsequent exercise of any such right or any other similar right. (d) No exercise by Lender of any right or remedy under this Agreement shall cure or waive any default or Event of Default under this Agreement or the Loan Documents or waive or modify any notice of any such default or Event of Default or invalidate any act done pursuant to such notice 17. Cross-Default. Borrower and Operating Tenant acknowledge and agree that any material default under this Agreement shall be deemed to be a default under the Operating Lease and the Loan Documents. 18. Borrower Consent. Borrower has joined herein in connection with Operating Tenant's agreements set forth in this Agreement and to evidence its consent, as landlord under the Operating Lease, to all the agreements of Operating Tenant contained in this Agreement. 19. Miscellaneous. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. [NO FURTHER TEXT ON THIS PAGE]
- 11 MIAMI 2537096.3 7249634763

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first set forth above. OPERATING TENANT: CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: ______________________________ Name: Jeffrey L. Fisher Title: President

BORROWER: CHATHAM TYSONS RI LLC, a Delaware limited liability company By: ______________________________ Name: Jeffrey L. Fisher Title: President

LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-in-fact By: Larry Golinsky President _______

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STATE OF __________ COUNTY OF ________

) ) ss.: )

On ___________, 2011, before me, __________________, a notary public for said state, personally appeared Jeffrey L. Fisher, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the President of Chatham TRS Holding, Inc., a Florida corporation, the sole member of CHATHAM TYSONS RI LEASECO, LLC a Delaware limited liability, in his authorized capacity on behalf of said corporation and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. ___________________________________ Notary: STATE OF __________ COUNTY OF ________ ) ) ss.: )

On ___________, 2011, before me, __________________, a notary public for said state, personally appeared Jeffrey L. Fisher, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the President of CHATHAM TYSONS RI, LLC a Delaware limited liability, in his authorized capacity on behalf of said corporation and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. ___________________________________ Notary:

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STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of ______, 2011, by Larry Golinsky, as President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said company as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, on behalf of the trust. He is personally known to me or _____ has produced a driver's license as identification. Notary Public My Commission Expires:

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EXHIBIT A (Description of the Property) Real property in the County of Fairfax, State of Virginia, described as follows: PARCEL I: BEGINNING AT AN IRON PIPE SET ON THE NORTH LINE OF OLD COURTHOUSE ROAD ROUTE #677 (VARIABLE WIDTH), SAID PIPE LYING 46 FEET FROM THE CENTERLINE THEREOF, AND LYING ON THE SOUTH EAST LINE OF THE PROPERTY OF PATRIOT NATIONAL BANK. THENCE DEPARTING OLD COURTHOUSE ROAD, RUNNING WITH THE SOUTH EAST LINE OF PATRIOT NATIONAL BANK, CONTINUING WITH THE SOUTH EAST LINES OF S. SILVER, TRS, DAWSON BEACH PARTNERSHIP, AND J. NISHANIAN AND A. PEZESHKIAN THE FOLLOWING COURSES: 1) N6544'39"E 159.14 FEET TO AN IRON ROD FOUND, 2) N6540'42"E 99.33 FEET TO AN IRON PIPE FOUND, 3) N6558'00"E 99.06 FEET TO AN IRON ROD FOUND, AND 4) N6554'04"E 70.62 FEET TO AN IRON PIPE FOUND, LYING ON THE SOUTH EAST LINE OF NISHANIAN AND PEZESHKIAN, MARKING THE NORTH MOST CORNER OF THE PROPERTY HEREIN DESCRIBED, AND BEING A CORNER OF THE SOUTH WEST LINE OF THE PROPERTY OF JAM ENTERPRISES. THENCE DEPARTING NISHANIAN AND PEZESHKIAN, RUNNING WITH THE SOUTH WEST LINES OF JAM ENTERPRISES THE FOLLOWING COURSES: 1) S2405'07"E 50.88 FEET TO AN IRON PIPE FOUND, 2) S6554'53"W 100.0 FEET TO AN IRON PIPE FOUND, AND 3) S2405'07"E 189.94 FEET TO AN IRON PIPE SET ON THE NORTH LINE OF HOWARD AVENUE ROUTE #786 (VARIABLE WIDTH), SAID PIPE LYING 30 FEET FROM THE CENTERLINE THEREOF. THENCE DEPARTING JAM ENTERPRISES, RUNNING WITH THE NORTH LINE OF HOWARD AVENUE; S6554'53"W 116.99 FEET TO AN IRON PIPE SET MARKING THE INTERSECTION OF THE NORTH LINE OF HOWARD AVENUE WITH THE NORTH LINE OF OLD COURTHOUSE ROAD. THENCE DEPARTING HOWARD AVENUE, RUNNING WITH THE NORTH LINE OF OLD COURTHOUSE ROAD (46' PARALLEL TO THE CENTERLINE THEREOF) THE FOLLOWING COURSES; 1) S8946'53"W 17.76 FEET TO AN IRON PIPE SET, 2) N6621'07"W 54.18 FEET TO AN IRON PIPE SET, 3) WITH A CURVE TO THE RIGHT AS FOLLOWS: RADIUS=1974.44' | ARC=133.49' | TANGENT= 66.82' | DELTA= 0352'33" | CHORD=133.56" | CHORD BEARING= N6424'50"W TO AN IRON PIPE SET, AND 4) N6228'34"W 115.99 FEET TO THE POINT OF BEGINNING CONTAINING 60,558 SQUARE FEET OR 1.3902 ACRES OF LAND, MORE OR LESS.

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PARCEL II: TOGETHER WITH PRIVATE STORM DRAINAGE AND TEMPORARY CONSTRUCTION EASEMENTS AS CREATED BY AGREEMENT RECORDED AUGUST 14, 1998 IN DEED BOOK 10524 AT PAGE 983 AMONG THE LAND RECORDS OF FAIRFAX COUNTY, VIRGINIA.

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ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (ML-CFC 2006-4; Loan No. 550203998) THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (this "Assignment"), dated as of ___________, 2011, by CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company, having its principal place of business at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Lessee") to U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, having an address Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612; Re: ML-CFC 2006-4; Loan No. 550239978 ("Lender") and is acknowledged and consented to by ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, having an address at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 ("Agent"). RECITALS: A. Lender is the owner and holder of a loan in the original principal amount of $25,200,000.00 made by Merrill Lynch Mortgage Lending, Inc. ("Original Lender") to KPA Tysons Corner RI LLC ("Original Borrower") on September 19, 2006 (the "Loan"), pursuant to that certain Loan Agreement dated as of September 19, 2006 between Original Borrower and Original Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Loan Agreement"), which Loan is being assumed by Chatham Tysons RI LLC, a Delaware limited liability company ("Borrower"), pursuant to that certain Note Modification and Deed of Trust Assumption Agreement executed contemporaneously herewith between Borrower, Operating Lessee and Lender (the "Assumption Agreement"). B. The Loan is secured by, among other things, the Mortgage (as defined in the Loan Agreement together with all extensions, renewals, modifications, substitutions and amendments thereof, are together referred to herein as the "Security Instrument"), which grants Lender a first lien on the property commonly known as 8400 Old Courthouse Road, Vienna, Virginia (as more particularly described on Exhibit A attached hereto, the "Property") encumbered thereby and is further evidenced by the Note and the other Loan Documents (as such terms are defined in the Assumption Agreement). C. In connection with Borrower's assumption of the Loan, (i) Borrower shall lease the Property to Operating Lessee pursuant to the terms of that certain lease agreement executed contemporaneously herewith between Borrower and Operating Lessee; and (ii) Operating Lessee shall employ Agent exclusively to manage and operate the Property pursuant to that certain Hotel Management Agreement executed contemporaneously herewith between Operating Lessee and Agent (the "Management Agreement"), and under which Agent is entitled to certain management fees (the "Management Fees").

1
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D. Lender requires as a condition to its consent to the employment of Agent that Operating Lessee assign the Management Agreement and that Agent subordinate its interest in the Management Fees in lien and payment to the Security Instrument as set forth below. All capitalized terms used herein but not defined shall have the meaning ascribed to them in the Loan Agreement or Assumption Agreement, as applicable. AGREEMENT For good and valuable consideration the parties hereto agree as follows: 1. Assignment of Management Agreement. As additional collateral security for the Loan, Operating Lessee hereby conditionally transfers, sets over and assigns to Lender all of Operating Lessee's right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender's option, upon notice to Operating Lessee and Agent upon the occurrence and during the continuance of an Event of Default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the Loan Documents, including but not limited to escrow agreements, and the failure of Borrower to cure such default within any applicable grace period. 2. Subordination of Management Fees. The Management Fees and all rights and privileges of Agent to the Management Fees are hereby and shall at all times, subject to Section 3 herein, continue to be subject and unconditionally subordinate in all respects in lien and payment to the lien and payment of the Security Instrument, the Loan Agreement, the Note, and other Loan Documents and to any renewals, extensions, modifications, assignments, replacements, or consolidations thereof and the rights, privileges, and powers of Lender thereunder. 3. Termination. At such time as the Loan is paid in full and the Security Instrument is released or assigned of record this Assignment and all of Lender's right, title and interest hereunder with respect to the Management Agreement and the subordination of the Management Fees shall automatically terminate, without the need of any further action by any party to this Assignment. 4. Estoppel. Agent represents and warrants that, to Agent's knowledge, as of the date hereof (a) the Management Agreement is in full force and effect and has not been modified, further amended or assigned as security other than pursuant to this Assignment and the Assumption Agreement, (b) neither Agent nor Operating Lessee is in default under any of the terms, covenants or provisions of the Management Agreement and Agent knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (c) neither Agent nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (d) the Management Fees and all other sums due and payable to date to the Agent under the Management Agreement have been paid in full. 5. Operating Lessee's Covenants. Operating Lessee hereby covenants with Lender that during the term of this Assignment, except as permitted pursuant to the terms of the Loan Agreement and the Assumption Agreement: (a) Operating Lessee shall not transfer the 2
MIAMI 2537358.2 7249634763

responsibility for the management of the Property from Agent to any other person or entity; (b) Operating Lessee shall not terminate or amend any of the terms or provisions of the Management Agreement; and (c) Operating Lessee shall, in the manner provided for in this Assignment, give notice to Lender of any notice or information that Operating Lessee receives which indicates that Agent is terminating the Management Agreement or that Agent is otherwise discontinuing its management of the Property. 6. Agreement by Operating Lessee and Agent. Operating Lessee and Agent hereby agree that upon the occurrence of (i) an Event of Default which is continuing under the Note, the Loan Agreement, the Security Instrument or any of the Loan Documents or (ii) any material default by Agent which continues after any applicable notice and cure period under the Management Agreement or (iii) a Bankruptcy Action of Agent (for the purposes of this Assignment, the occurrence of an event described in clauses (i), (ii) or (iii) is herein an "Event of Default") during the term of this Assignment, (a) Agent shall continue to perform all of Agent's obligations under the terms of the Management Agreement with respect to the Property unless the Management Agreement is terminated, and Lender shall agree to compensate Agent for management services provided by Agent accruing after the date that Agent commences to perform such obligations for Lender at the rate set forth in the Management Agreement; provided, however, that Lender shall have no liability for management fees due to Agent which accrued to, and which are payable, by Operating Lessee for the period prior to the time that Agent commences to perform for Lender, or (b) at the option of Lender exercised by written notice to Operating Lessee and Agent, the Management Agreement shall be terminated, upon which, (i) Agent shall deliver to Lender all rents, security deposits, issues, proceeds and profits of the Property collected by Agent, after payment of all costs and expenses of operating the Property (including, without limitation, operating expenses, real estate taxes, insurance premiums and repairs and maintenance) which are then due and payable; (ii) Agent shall not collect or be entitled to any further Management Fee or other fee or commission due under the Management Agreement; and (iii) Agent shall transfer its responsibility for the management of the Property to a new managing agent in accordance with the Loan Agreement and in connection therewith, to use reasonable efforts, at no cost and expense of Agent, to transfer all licenses, permits and the like (including liquor licenses) to the new managing agent and reasonably assist in the transition of employees to the new managing agent, but only to the extent such licenses, permits and the like are under the control of, and issued in the name of, the Agent). Agent and/or Operating Lessee shall be responsible for any accrued employee benefits through the transfer date. Upon the occurrence of an Event of Default beyond any applicable grace period under this Assignment, the Note, the Loan Agreement, the Security Instrument or the other Loan Documents, Operating Lessee and Agent hereby agree that, in the event that Agent exercises its right to terminate the Management Agreement in accordance with the provisions set forth in Section 12.02 of the Management Agreement, Lender shall have the right to require Agent to continue providing management services for up to one hundred eighty (180) days under the same fee structure as was in place immediately prior to the date notice of termination is delivered by Agent. 7. Receipt of Management Fees. Lender, Operating Lessee and Agent hereby agree that Agent shall be entitled to receive any Management Fees or other fee, commission or other amount payable to Agent under the Management Agreement for and during any period of time until termination of the Management Agreement and (a) Agent shall not be obligated to 3
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return or refund to Lender any Management Fee or other fee, commission or other amount already received by Agent prior to such termination and (b) in the event Borrower loses possession of the Property in connection with exercise by Lender of its rights or remedies pursuant to this Assignment, the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, Agent shall be entitled to collect from Borrower or Operating Lessee any Management Fee or other fee, commission or other amount accrued but unpaid prior to such termination. 8. Consent and Agreement by Agent. Agent hereby acknowledges and consents to this Assignment and agrees that Agent will act in conformity with the provisions of this Assignment and Lender's rights hereunder or otherwise related to the Management Agreement. In the event that the responsibility for the management of the Property is transferred from Agent in accordance with the provisions hereof, Agent shall, and hereby agrees to, fully cooperate in transferring its responsibility to a new management company and use reasonable efforts to effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated. Further, Agent hereby agrees (a) not to contest or impede the exercise by Lender of any right it has under or in connection with this Assignment; and (b) that it shall, in the manner provided for in this Assignment, except to the extent that such notice is not required pursuant to the terms of the Loan Agreement or this Assignment, give at least thirty (30) days prior written notice to Lender of its intention to terminate the Management Agreement or otherwise discontinue its management of the Property. 9. Financial Documents and Other Reporting. [Within seven (7) business days after written request by Lender, Agent and/or Operating Lessee shall provide to Lender copies of the financial and other reports set forth in Section 5.03 and Section 5.04 of the Management Agreement. Within seven (7) business days after written request by Lender, Agent and Operating Lessee shall provide Lender with a copy of the quarterly and annual reports delivered by Agent to Operating Lessee as required by Section 5.03(A) of the Management Agreement.] [Under review] 10. Annual Plan. Agent and Operating Lessee acknowledge that Lender shall have all of the same rights of Operating Lessee to review and approve the portion of the Annual Plan (as such term is defined in the Management Agreement) as set forth in Section 3.02 in the Management Agreement that only relates to Annual Budget (as defined in the Loan Agreement) (the "Lender Annual Plan") as set forth in Section 5.1.11(d) of the Loan Agreement. For the avoidance of doubt, the parties hereto agree that the Lender shall have no further rights to approve the Annual Budget, Annual Plan or any other type of financial projections or documentation with respect to the Property other than as set forth in this Section 10 and Section 5.1.11(d) of the Loan Agreement, Agent hereby covenants and agrees to submit copies of the Lender Annual Plan to Lender simultaneously with its delivery of same to Operating Lessee. 11. Covenants of Operating Lessee, Agent and Borrower. Operating Lessee and Agent hereby covenant and agree (i) to promptly deliver to Lender copies of all written notices of default given under the Management Agreement; and (ii) subject to the Assumption Agreement, not to materially amend the Management Agreement without the prior written consent of Lender, such consent not to be unreasonably withheld or delayed. Furthermore, Borrower, Operating Lessee and Agent agree that Lender may terminate the Management 4
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Agreement in accordance with Section 9.4 of the Loan Agreement (i) in the event Borrower or Operating Lessee fails to terminate the Management Agreement after instruction to do so by Lender in accordance with Section 9.4 of the Loan Agreement, (ii) in the event that Operating Lessee has given Agent written notice of an event of default under the Management Agreement beyond applicable cure periods, or (iii) by giving ten (10) business days' notice to Agent upon the Lender (or a successor owner, as the case may be) obtaining (A) in accordance with the Security Instrument, title to the Property (or any portion thereof) whether by foreclosure, deedin-lieu of foreclosure, bankruptcy sale or otherwise, and/or (B) in accordance with the Security Instrument, possession of the Property (or any portion thereof) whether personally or through an agent, a receiver or a trustee. If Lender elects to terminate the Management Agreement in accordance with this Paragraph 11, Borrower, Operating Lessee and Agent understand and agree that Agent shall look solely to Borrower and/or Operating Lessee for any and all fees, charges or other sums payable to Agent under the Management Agreement. If the Management Agreement shall be so terminated by Lender, Agent agrees to cooperate with the Lender in accordance with Section 8 of this Assignment. 12. Lender's Agreement. So long as no Event of Default has occurred beyond any applicable grace period under this Assignment, the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, Lender agrees to permit any sums due to Operating Lessee under the Management Agreement to be paid directly to Operating Lessee. 13. Governing Law. This Assignment shall be governed, construed, applied and enforced in accordance with the laws of the State of New York and the applicable laws of the United States of America. 14. Notices. 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 (a) certified or registered United States mail, postage prepaid, or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section): If to Operating Lessee: Chatham Tysons RI Leaseco LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 Attn: Jeff Fischer, CEO U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 5
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If to Lender:

Re: ML-CFC 2006-4; Loan No. 55023998 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami, Florida 33139 Attn.: Director of Servicing Re: ML-CFC 2006-4; Loan No. 55023998 Island Hospitality Management III, Inc. 50 Cocoanut Row, Suite 200 Palm Beach, Florida 33480 Attn: Roger Pollak, Senior Vice President

If to Agent:

A notice shall be deemed to have been given: 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, and in the case of telecopy, upon delivery on a Business Day, with telephonic confirmation thereof. For purposes of this Section 14, the term "Business Day" shall mean a day on which commercial banks are not authorized or required by law to close in New York, New York. Any party by notice to the others may designate additional or different addresses for subsequent notices or communications. 15. No Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Operating Lessee, Lender or Agent, but only by any agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 16. Liability. This Assignment shall be binding upon and inure to the benefit of Operating Lessee, Agent and Lender and their respective successors and assigns forever. 17. Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 18. Headings, etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 19. Duplicate Originals, Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment. The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. 6
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20. Number and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 21. Miscellaneous. (a) Wherever pursuant to this Assignment (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms arc satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein. (b) Wherever pursuant to this Assignment it is provided that Operating Lessee shall pay any costs and expenses, such costs and expenses shall be reasonable out-of-pocket costs and expenses that shall include, but not be limited to, reasonable legal fees and disbursements of Lender. (c) The liability of Operating Lessee herein shall be limited to the same extent as in Section 9.3 of the Loan Agreement, the terms of which are incorporated herein by this reference. In addition, any and all liability of Agent to Lender pursuant to this Assignment shall be subject to any limitations on Agent's liability as set forth in the Management Agreement. 22. Inconsistencies. In the event of a conflict or inconsistency between the terms of this Assignment and the Loan Documents, the terms of the Loan Documents shall prevail. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

7
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IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date and year first written above. OPERATING LESSEE: CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: _______________________________ Name: Jeffrey L. Fisher Title: President

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

MIAMI 2537358.2 7249634763

LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-in-fact By: Larry Golinsky President _______

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

MIAMI 2537358.2 7249634763

AGENT: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

MIAMI 2537358.2 7249634763

AGREED TO AND ACKNOWLEDGED BY: CHATHAM TYSONS RI LLC, a Delaware limited liability company By: _______________________________ Name: Jeffrey L. Fisher Title: President

MIAMI 2537358.2 7249634763

EXHIBIT A (Description of the Property) Real property in the County of Fairfax, State of Virginia, described as follows: PARCEL I: BEGINNING AT AN IRON PIPE SET ON THE NORTH LINE OF OLD COURTHOUSE ROAD ROUTE #677 (VARIABLE WIDTH), SAID PIPE LYING 46 FEET FROM THE CENTERLINE THEREOF, AND LYING ON THE SOUTH EAST LINE OF THE PROPERTY OF PATRIOT NATIONAL BANK. THENCE DEPARTING OLD COURTHOUSE ROAD, RUNNING WITH THE SOUTH EAST LINE OF PATRIOT NATIONAL BANK, CONTINUING WITH THE SOUTH EAST LINES OF S. SILVER, TRS, DAWSON BEACH PARTNERSHIP, AND J. NISHANIAN AND A. PEZESHKIAN THE FOLLOWING COURSES: 1) N6544'39"E 159.14 FEET TO AN IRON ROD FOUND, 2) N6540'42"E 99.33 FEET TO AN IRON PIPE FOUND, 3) N6558'00"E 99.06 FEET TO AN IRON ROD FOUND, AND 4) N6554'04"E 70.62 FEET TO AN IRON PIPE FOUND, LYING ON THE SOUTH EAST LINE OF NISHANIAN AND PEZESHKIAN, MARKING THE NORTH MOST CORNER OF THE PROPERTY HEREIN DESCRIBED, AND BEING A CORNER OF THE SOUTH WEST LINE OF THE PROPERTY OF JAM ENTERPRISES. THENCE DEPARTING NISHANIAN AND PEZESHKIAN, RUNNING WITH THE SOUTH WEST LINES OF JAM ENTERPRISES THE FOLLOWING COURSES: 1) S2405'07"E 50.88 FEET TO AN IRON PIPE FOUND, 2) S6554'53"W 100.0 FEET TO AN IRON PIPE FOUND, AND 3) S2405'07"E 189.94 FEET TO AN IRON PIPE SET ON THE NORTH LINE OF HOWARD AVENUE ROUTE #786 (VARIABLE WIDTH), SAID PIPE LYING 30 FEET FROM THE CENTERLINE THEREOF. THENCE DEPARTING JAM ENTERPRISES, RUNNING WITH THE NORTH LINE OF HOWARD AVENUE; S6554'53"W 116.99 FEET TO AN IRON PIPE SET MARKING THE INTERSECTION OF THE NORTH LINE OF HOWARD AVENUE WITH THE NORTH LINE OF OLD COURTHOUSE ROAD. THENCE DEPARTING HOWARD AVENUE, RUNNING WITH THE NORTH LINE OF OLD COURTHOUSE ROAD (46' PARALLEL TO THE CENTERLINE THEREOF) THE FOLLOWING COURSES; 1) S8946'53"W 17.76 FEET TO AN IRON PIPE SET, 2) N6621'07"W 54.18 FEET TO AN IRON PIPE SET, 3) WITH A CURVE TO THE RIGHT AS FOLLOWS: RADIUS=1974.44' | ARC=133.49' | TANGENT= 66.82' | DELTA= 0352'33" | CHORD=133.56" | CHORD BEARING= N6424'50"W TO AN IRON PIPE SET, AND 4) N6228'34"W 115.99 FEET TO THE POINT OF BEGINNING CONTAINING 60,558 SQUARE FEET OR 1.3902 ACRES OF LAND, MORE OR LESS.

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PARCEL II: TOGETHER WITH PRIVATE STORM DRAINAGE AND TEMPORARY CONSTRUCTION EASEMENTS AS CREATED BY AGREEMENT RECORDED AUGUST 14, 1998 IN DEED BOOK 10524 AT PAGE 983 AMONG THE LAND RECORDS OF FAIRFAX COUNTY, VIRGINIA.

MIAMI 2537358.2 7249634763

CERTIFICATE OF INDEPENDENT MANAGER (ML-CFC 2006-4; Loan No. 550203998) In order to induce U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 (Lender) to consent to the sale of that certain property securing a loan the Loan) originally made by Merrill Lynch Mortgage Lending, Inc. to KPA Tysons Corner RI LLC, in the original principal amount of $25,200,000.00, now held by Lender to, and the assumption of the Loan by, Chatham Tysons RI LLC, a Delaware limited liability company (Borrower), the undersigned, as the Independent Manager and once admitted, a Special Member of Borrower, agree as follows: (a) The undersigned has been appointed as the Independent Manager and will become the Special Member of Borrower upon admission to Borrower as a member pursuant to the terms of the Limited Liability Company Agreement of Borrower (the Borrower LLC Agreement); The undersigned shall serve as the Independent Manager and once admitted, a Special Member of Borrower. The undersigned meets and shall at all times continue to meet all of the qualifications and requirements of an Independent Manager as defined and set forth in the Borrower LLC Agreement; and The undersigned understands that the undersigned shall at all times act as the Independent Manager, and once admitted to Borrower as a member, the Special Member of Borrower with all of the rights, powers, obligations and liabilities of Independent Manager, and once admitted as a member, the Special Member of Borrower under the Borrower LLC Agreement and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same.

(b)

(c)

[SIGNATURE ON FOLLOWING PAGE]

MIAMI 2537736.1 7249634763

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Independent Manager as of this ___ day __________, 2011.

Sign Name: Print Name: __________________________ Address: ________________________ ________________________ ________________________ Phone: ________________________ Facsimile: ________________________ E-mail: ________________________

MIAMI 2537736.1 7249634763

AMENDMENT TO CASH MANAGEMENT AGREEMENT (ML-CFC 2006-4; Loan No. M550203998) THIS AMENDMENT TO CASH MANAGEMENT AGREEMENT ("Amendment") is made and entered into this __________, 2011, between U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 ("Lender"), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612, Re: ML-CFC 2006-4; Loan No. M550203998, CHATHAM TYSONS RI LLC, a Delaware limited liability company ("New Borrower"), having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480, CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480, ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation ("New Manager"), having an address at 50 Cocoanut Way, Suite 200, Palm Beach, Florida 33480 and WELLS FARGO BANK, N.A., a national banking association, having an address at 1901 Harrison Street, 2nd Floor, Oakland, CA 94612 ("Agent"). The term "Lender" as used through this Agreement shall mean and refer to Lender (as defined above) together with its successors and/or assigns. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Cash Management Agreement (as defined below). RECITALS: A. On September 19, 2006, Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), made a loan ("Loan") to KPA Tysons Corner RI LLC ("Current Borrower"). B. The Loan is evidenced by that certain Promissory Note dated September 21, 2006, in the principal amount of $25,200,000.00 (the "Note"), executed by Current Borrower in favor of Original Lender and secured by, among other things, Deed of Trust and Security Agreement dated as of September 19, 2006, executed by Current Borrower in favor of Original Lender and recorded in Book 18788 at Page 1866 of Public Records of Fairfax County, Virginia (the "Deed of Trust"), encumbering that certain parcel of real property commonly known as a "Residence Inn" situated in Vienna, Virginia, as more particularly described therein, together with the buildings, structures and other improvements now or hereafter located thereon (collectively, the "Property") and by other documents and instruments (the Note, the Deed of Trust and such other documents and instruments, as the same may from time to time be amended, consolidated, renewed or replaced, being collectively referred to herein as the "Loan Documents"). C. In connection with that certain order of the Bankruptcy Court confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance satisfactory to Lender in its sole and absolute discretion), New Borrower desires to purchase the Property and to assume Current Borrower's obligations under the Loan Documents (as modified by the Assumption Agreement described below). D. In connection with the purchase of the Property, New Borrower desires to lease the Property to New Operating Lessee pursuant to the terms of that certain Lease Agreement
MIAMI 2570872.1 7249634763

between New Borrower and New Operating Lessee dated as of ___________, 2011 (the "Operating Lease"), and New Operating Lessee desires to contract with New Manager to manage the Property. E. As a condition to Lender's consent to the transfer of the Property from Current Borrower to New Borrower, the assumption of the Loan by New Borrower and New Operating Lessee's contracting with New Manager to manage the Property (the "Requested Actions"), in accordance with the terms of a Loan Document Modification and Deed of Trust Assumption Agreement of even date herewith between, among others, Lender, Current Borrower and New Borrower (the "Assumption Agreement"), Lender has required, among other things, that New Borrower enter into this Amendment amending certain terms of that certain Cash Management Agreement dated as of September 19, 2006 (the "Cash Management Agreement") between Original Lender, Current Borrower, PNC Bank National Association, as Agent, KPA Leaseco, Inc., as Operating Lessee ("Current Operating Lessee") and Innkeepers Hospitality Management, Inc., as Manager ("Current Manager"). NOW, THEREFORE, as an inducement to Lender to consent to the Requested Actions and enter into the Assumption Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree to amend the Cash Management Agreement as follows: 1. reference. The above recitals are true, correct and complete and are incorporated herein by

2. The Cash Management Agreement shall be amended to reflect that Chatham Tysons RI LLC, a Delaware limited liability company, is the Borrower. New Borrower, by its execution hereof, hereby agrees to be bound by all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Borrower under the Cash Management Agreement arising on and after the date of this Amendment. 3. The Cash Management Agreement shall be amended to reflect that Chatham Tysons RI Leaseco LLC, a Delaware limited liability company, is the Operating Lessee. New Operating Lessee, by its execution hereof, hereby agrees to be bound by all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Operating Lessee under the Cash Management Agreement arising on and after the date of this Amendment. 4. New Manager, as defined in the Cash Management Agreement shall be amended to reflect that ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, is the Manager. New Manager, by its execution hereby agrees to comply with all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Manager under the Cash Management Agreement arising on and after the date of this Amendment. 5. The definition of the term "Loan" in the Cash Management Agreement shall hereinafter mean and refer to the Loan as assumed by New Borrower pursuant to the terms of the Assumption Agreement. 2
MIAMI 2570872.1 7249634763

6. The definition of the term "Note" shall hereinafter mean and refer to the Note as assumed by New Borrower pursuant to the terms of the Assumption Agreement. 7. The definition of the term "Agent" shall mean Wells Fargo Bank, N.A., or any other bank or banks selected by Lender to maintain the Cash Management Account. 8. The definition of the term "Lockbox Bank" in the Cash Management Agreement shall hereinafter mean and refer to ______________________, or its successors and/or assigns, which Lockbox Bank is an Eligible Institution selected by New Borrower and approved by Lender. 9. The name of the Cash Management Account as defined in Section 2.1(b) of the Cash Management Agreement shall be the "Chatham Tysons RI LLC, Cash Management Account fbo U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-4." The Cash Management Account shall be assigned the federal tax identification number of New Borrower, which number is _____________. 10. All notices required to be given under the Cash Management Agreement to the New Borrower and the Lender shall be in writing and shall be sent in accordance with Section 4.6 of the Assumption Agreement. Any notices required to be given under the Cash Management Agreement to the New Manager shall be in writing and shall be sent to the New Manager's address set forth in the first paragraph of this Amendment and shall otherwise be sent in accordance with Section 4.6 of the Assumption Agreement. 11. All references to the term "Loan Documents" used in the Cash Management Agreement shall hereinafter include the Cash Management Agreement, as amended hereby, the Assumption Agreement and all other documents executed in connection therewith (collectively, the "Assumption Documents"). 12. All references to the terms "Cash Management Agreement" or "Agreement" in the Cash Management Agreement (and all Exhibits thereto) or any references to the Cash Management Agreement in any of the other Loan Documents or the Assumption Agreement shall hereinafter mean and refer to the Cash Management Agreement, as amended by the terms of this Amendment. 13. All references to the terms "Borrower" and "Lender" in the Cash Management Agreement shall hereinafter mean and refer to the New Borrower and Lender described in this Amendment. 14. The term "Borrower Collateral" shall be deleted and replaced with the term "Collateral." "Collateral," as such term is defined in Section 1.1 of the Cash Management Agreement, shall hereinafter have the meaning set forth in Section 5.1(a) of the Cash Management Agreement.

3
MIAMI 2570872.1 7249634763

15. The Payment Direction Letter attached to the Cash Management Agreement as Exhibit A is hereby replaced by the Lessee Payment Direction Letter attached hereto as Exhibit A. 16. Except as modified by this Amendment, the Cash Management Agreement and all terms and conditions thereof, including all Exhibits attached thereto shall remain in full force and effect and are hereby in all respects ratified and confirmed. 17. This Amendment may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of any party hereto, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 18. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States. 19. This Amendment may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4
MIAMI 2570872.1 7249634763

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact By: ______________________________ Larry Golinsky, President

NEW BORROWER: CHATHAM TYSONS RI LLC, a Delaware limited liability company By: ____________________________ Name: Jeffrey L. Fisher Title President

NEW OPERATING LESSEE: CHATHAM TYSONS RI LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: Name: Jeffrey L. Fisher Title: President

5
MIAMI 2570872.1 7249634763

NEW MANAGER: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

AGENT: WELLS FARGO BANK, N.A.

By: Name: Title:

6
MIAMI 2570872.1 7249634763

EXHIBIT A

MIAMI 2570872.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM TYSONS RI LEASECO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

CHATHAM TYSONS RI LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

4. This FINANCING STATEMENT covers the following collateral:

Palm Beach

FL

33480

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Fairfax County, VA / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM TYSONS RI LEASECO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 OFFICIAL RECORDS OF FAIRFAX COUNTY, VIRGINIA Debtor:

CHATHAM TYSONS RI LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Chatham Tysons RI LLC ("Borrower") of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA Tysons Corner RI LLC for the benefit of Merrill Lynch Mortgage Lending, Inc., encumbering the Property, recorded September 26, 2006 as Instrument No. 2006030079.002 in the Official Public Records of Fairfax County, Virginia, as assigned to Secured Party. Capitalized terms not otherwise defined below shall have that meaning ascribed to them in that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ________________, 2011, between Debtor and Borrower. Debtor (also known below as "Operating Tenant") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Secured Party and its successors and assigns all of Debtor's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties related to certain land in Fairfax County, Virginia, more particularly described in Exhibit A attached hereto and made a part hereof, together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

"Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures. "Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and airconditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators,

cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable. "Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable.

EXHIBIT A TO UCC-1 OFFICIAL RECORDS OF FAIRFAX COUNTY, VIRGINIA Debtor:

CHATHAM TYSONS RI LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2574549.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM TYSONS RI LEASECO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

CHATHAM TYSONS RI LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

4. This FINANCING STATEMENT covers the following collateral:

Palm Beach

FL

33480

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM TYSONS RI LEASECO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM TYSONS RI LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Chatham Tysons RI LLC ("Borrower") of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA Tysons Corner RI LLC for the benefit of Merrill Lynch Mortgage Lending, Inc., encumbering the Property, recorded September 26, 2006 as Instrument No. 2006030079.002 in the Official Public Records of Fairfax County, Virginia, as assigned to Secured Party. Capitalized terms not otherwise defined below shall have that meaning ascribed to them in that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated _____________, 2011, between Debtor and Borrower. Debtor (also known below as "Operating Tenant") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Secured Party and its successors and assigns all of Debtor's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties related to certain land in Fairfax County, Virginia, more particularly described in Exhibit A attached hereto and made a part hereof, together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

"Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures. "Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and airconditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators,

cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable. "Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM TYSONS RI LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2571073.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM TYSONS RI LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

Wells Fargo Bank, N.A Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor
4. This FINANCING STATEMENT covers the following collateral:

Oakland

CA

94612

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM TYSONS RI LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM TYSONS RI LIABILITY COMPANY

LLC,

DELAWARE

LIMITED

Secured Party:

U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA Tysons Corner RI LLC ("Original Borrower") for the benefit of Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), encumbering the Property, recorded September 26, 2006 as Instrument No. 2006030079.002 in the Official Public Records of Fairfax County, Virginia, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Debtor (also known below as "Borrower") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee for the benefit of Secured Party and its successors and assigns all of Debtor's right, title and interest in and to certain land in Fairfax County, Virginia, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

(h) Leases and Rents. All leases (including, but not limited to, that certain Operating Lease (the "Operating Lease") dated _____________, 2011, between Borrower as Lessor, and Chatham Tysons RI Leaseco LLC, as lessee, subleases or subsubleases, lettings, licenses, concessions or

Together with all of Debtor's rights, title and interest in and to that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ______, 2011, between Chatham Tysons RI Leaseco LLC, as lessee, Debtor and Secured Party, and the Operating Lease.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM TYSONS RI LIABILITY COMPANY

LLC,

DELAWARE

LIMITED

Secured Party:

U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

MIAMI 2570298.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM TYSONS RI LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

Wells Fargo Bank, N.A Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor
4. This FINANCING STATEMENT covers the following collateral:

Oakland

CA

94612

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Fairfax County, VA / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM TYSONS RI LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 OFFICIAL RECORDS OF FAIRFAX COUNTY, VIRGINIA Debtor:

CHATHAM TYSONS RI LIABILITY COMPANY

LLC,

DELAWARE

LIMITED

Secured Party:

U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA Tysons Corner RI LLC ("Original Borrower") for the benefit of Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), encumbering the Property, recorded September 26, 2006 as Instrument No. 2006030079.002 in the Official Public Records of Fairfax County, Virginia, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Debtor (also known below as "Borrower") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee for the benefit of Secured Party and its successors and assigns all of Debtor's right, title and interest in and to certain land in Fairfax County, Virginia, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

(h) Leases and Rents. All leases (including, but not limited to, that certain Operating Lease (the "Operating Lease") dated _____________, 2011, between Borrower as Lessor, and Chatham Tysons RI Leaseco LLC, as lessee, subleases or subsubleases, lettings, licenses, concessions or

Together with all of Debtor's rights, title and interest in and to that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ______, 2011, between Chatham Tysons RI Leaseco LLC, as lessee, Debtor and Secured Party, and the Operating Lease.

EXHIBIT A TO UCC-1 OFFICIAL RECORDS OF FAIRFAX COUNTY, VIRGINIA Debtor:

CHATHAM TYSONS RI LIABILITY COMPANY

LLC,

DELAWARE

LIMITED

Secured Party:

U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

MIAMI 2570364.1 7249634763

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1a. INITIAL FINANCING STATEMENT FILE # 1b.

06-001089 2. TERMINATION:
3. 4.

RECORDED 09/26/2006

This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.

continued for the additional period provided by applicable law.

CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.
Debtor or Secured Party of record. Check only one of these two boxes. ADD name: Complete item 7a or 7b, and also item 7c; also complete items 7e-7g (if applicable).

5. AMENDMENT (PARTY INFORMATION): This Amendment affects

CHANGE name and/or address: Please refer to the detailed instructions in regards to changing the name/address of a party.

Also check one of the following three boxes and provide appropriate information in items 6 and/or 7. DELETE name: Give record name to be deleted in item 6a or 6b.

6. CURRENT RECORD INFORMATION:

6a. ORGANIZATION'S NAME

OR 6b. INDIVIDUAL'S LAST NAME

KPA TYSONS CORNER RI LLC

FIRST NAME

MIDDLE NAME

SUFFIX

7. CHANGED (NEW) OR ADDED INFORMATION:

7a. ORGANIZATION'S NAME

OR

7b. INDIVIDUAL'S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

7c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

7d. SEE INSTRUCTIONS

ADD'L INFO RE ORGANIZATION DEBTOR

7e. TYPE OF ORGANIZATION

7f. JURISDICTION OF ORGANIZATION

7g. ORGANIZATIONAL ID #, if any NONE

8. AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral deleted or added, or give entire restated collateral description, or describe collateral assigned.

9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendment.
9a. ORGANIZATION'S NAME

OR

9b. INDIVIDUAL'S LAST NAME

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME

MIDDLE NAME

SUFFIX

10. OPTIONAL FILER REFERENCE DATA

Fairfax County, VA/ Innkeepers / ML-CFC 2006-4 / 72496.34763

FILING OFFICE COPY UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)

Instructions for UCC Financing Statement Amendment (Form UCC3)

Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especially Instruction 1a; correct file number of initial financing statement is crucial. Follow Instructions completely. Fill in form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. Filing office cannot give legal advice. Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use. An Amendment may relate to only one financing statement. Do not enter more than one file number in item 1a. When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item B and, if filing in a filing office that returns an acknowledgment copy furnished by filer, you may also send Acknowledgment Copy, otherwise detach. Always detach Debtor and Secured Party Copies. If you need to use attachments, you are encouraged to use either Amendment Addendum (Form UCC3Ad) or Amendment Additional Party (Form UCC3AP). Always complete items 1a and 9. A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional. B. Complete item B if you want an acknowledgment sent to you. If filing in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. 1a. File number: Enter file number of initial financing statement to which this Amendment relates. Enter only one file number. In some states, the file number is not unique; in those states, also enter in item 1a, after the file number, the date that the initial financing statement was filed. 1b. Only if this Amendment is to be filed or recorded in the real estate records, check box 1b and also, in item 13 of Amendment Addendum, enter Debtors name, in proper format exactly identical to the format of item 1 of financing statement, and name of record owner if Debtor does not have a record interest. Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (in item 5 you must check two boxes) or 8; also complete items 6, 7 and/or 8 as appropriate. Filer may use this Amendment form to simultaneously accomplish both data changes (items 4, 5, and/or 8) and a Continuation (item 3), although in some states filer may have to pay a separate fee for each purpose. 2. To terminate the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 2. See Instruction 9 below. To continue the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 3. See Instruction 9 below. To assign (i) all of assignors interest under the identified financing statement, or (ii) a partial interest in the security interest covered by the identified financing statement, or (iii) assignors full interest in some (but not all) of the collateral covered by the identified financing statement: Check box in item 4 and enter name of assignee in item 7a if assignee is an organization, or in item 7b, formatted as indicated, if assignee is an individual. Complete 7a or 7b, but not both. Also enter assignees address in item 7c. Also enter name of assignor in item 9. If partial Assignment affects only some (but not all) of the collateral covered by the identified financing statement, filer may check appropriate box in item 8 and indicate affected collateral in item 8. 5,6. To delete a party: Check box in item 5 to indicate whether deleting a Debtor or a Secured Party; also check box in item 5 to indicate that this is a deletion of a party; and also enter name (6a or 6b) of deleted party in item 6. 5,7. To add a party: Check box in item 5 to indicate whether adding a Debtor or Secured Party; also check box in item 5 to indicate that this is an addition of a party and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed. To include further additional Debtors or Secured Parties, attach Amendment Additional Party (Form UCC3AP), using correct name format. Note: The preferred method for filing against a new Debtor (an individual or organization not previously of record as a Debtor under this file number) is to file a new Financing Statement (UCC1) and not an Amendment (UCC3). 7d. Reserved for Financing Statement Amendments to be filed in North Dakota or South Dakota only. If this Financing Statement Amendment is to be filed in North Dakota or South Dakota, the Debtors taxpayer identification number (tax ID#) social security number or employer identification number must be placed in this box. 8. Collateral change. To change the collateral covered by the identified financing statement, describe the change in item 8. This may be accomplished either by describing the collateral to be added or deleted, or by setting forth in full the collateral description as it is to be effective after the filing of this Amendment, indicating clearly the method chosen (check the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). A partial release of collateral is a deletion. If, due to a full release of all collateral, filer no longer claims a security interest under the identified financing statement, check box 2 (Termination) and not box 8 (Collateral Change). If a partial assignment consists of the assignment of some (but not all) of the collateral covered by the identified financing statement, filer may indicate the assigned collateral in item 8, check the appropriate box in item 8, and also comply with instruction 4 above. Always enter name of party of record authorizing this Amendment; in most cases, this will be a Secured Party of record. If more than one authorizing Secured Party, give additional name(s), properly formatted, in item 13 of Amendment Addendum (Form UCC3Ad). If the indicated financing statement refers to the parties as lessee and lessor, or consignee and consignor, or seller and buyer, instead of Debtor and Secured Party, references in this Amendment shall be deemed likewise so to refer to the parties. If this is an assignment, enter assignor's name. If this is an Amendment authorized by a Debtor that adds collateral or adds a Debtor, or if this is a Termination authorized by a Debtor, check the box in item 9 and enter the name, properly formatted, of the Debtor authorizing this Amendment, and, if this Amendment or Termination is to be filed or recorded in the real estate records, also enter, in item 13 of Amendment Addendum, name of Secured Party of record.

3.

4.

5,6,7.To change the name of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new name (7a or 7b). If the new name refers to a Debtor complete (7c); also complete 7e-7g if 7a was completed. 5,6,7.To change the address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is an address change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new address (7c) in item 7. 5,6,7.To change the name and address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name/address change; also enter name of affected party (current record name) in items 6a or 6b as appropriate; and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed.

9.

10. This item is optional and is for filer's use only. For filer's convenience of reference, filer may enter in item 10 any identifying information (e.g., Secured Party's loan number, law firm file number, Debtor's name or other identification, state in which form is being filed, etc.) that filer may find useful.

EXHIBIT J-2 San Antonio Assumption Documents

K&E 19239650

After recording, return to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attn: Post-Closing Department (Space Above For Recorder's Use Only)

LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT (ML-CFC 2006-4; Loan No. M550203997) THIS LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT ("Agreement") is executed on _______________, 2011 (the "Effective Date"), and is entered into among U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 ("Lender"), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612, Re: ML-CFC 2006-4; Loan No. M550203997; KPA SAN ANTONIO, LLC (formerly known as KPA San Antonio HS LLC), a Delaware limited liability company ("Current Borrower"), GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company ("Existing Operating Lessee"), each having an address at Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, FL 33480, CHATHAM SAN ANTONIO LLC, a Delaware limited liability company ("New Borrower"), and CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), each having an address at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Current Borrower and Existing Operating Lessee are hereinafter sometimes collectively referred to as "Current Borrower Parties". New Borrower and New Operating Lessee are hereinafter sometimes collectively referred to as "New Borrower Parties." Current Borrower Parties and New Borrower Parties are hereinafter sometimes collectively referred to as "Borrower Parties". PRELIMINARY STATEMENT A. Current Borrower is the current owner of the fee title to that certain real property ("Land") and the building and improvements thereon ("Improvements"), commonly known as a "Homewood Suites by Hilton San Antonio," more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the "Project").

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B. Lender is the current owner and holder of a loan ("Loan") in the original principal amount of $24,200,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto and any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the "Loan Documents"). The Loan is secured in part by the Project, which Project is described in and encumbered by the "Security Instrument" described on Exhibit B. C. The Project has been leased by Current Borrower to Existing Operating Lessee, pursuant to the terms of an Operating Lease Agreement dated as of May 25, 2004 by and between Innkeepers USA Limited Partnership, a Virginia limited partnership ("Innkeepers LP"), and KPA Leaseco, Inc., a Virginia corporation, as modified, and through a series of mergers ultimately assigned to Existing Operating Lessee (the "Existing Operating Lease"). D. Events of Default have occurred under the Loan Documents, due to, among other things, Current Borrowers filing with the United States Bankruptcy Court Southern District of New York (the Bankruptcy Court) a voluntary petition for relief on July 19, 2010 (the Bankruptcy Case), under Title 11 of the United States Bankruptcy Code (as amended, the "Bankruptcy Code"). E. In connection with that certain confirmation order of the Bankruptcy Court (the "Bankruptcy Order") confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance reasonably satisfactory to each of Lender and each of the Borrower Parties, in each of their respective reasonable discretions), Current Borrower Parties desire to: (i) sell its fee simple interest in the Project to New Borrower in accordance with the Bankruptcy Order; (ii) terminate the Existing Operating Lease; (iii) terminate the Existing Management Agreement (as defined below); and (iv) terminate the Existing Franchise Agreement (as defined below) (subsections (i) (iv) above, collectively, the "Current Borrower Actions"); and New Borrower Parties desire to: (a) purchase Current Borrower's fee simple interest in the Project; (b) to assume Current Borrower Parties' obligations under the Loan Documents as such obligations have been modified in accordance with this Agreement; (c) lease the Project to New Operating Lessee pursuant to that certain Lease Agreement between New Borrower, as lessor, and New Operating Lessee, as lessee, dated as of even date herewith (the "Operating Lease"), as amended from time to time to the extent permitted under the Loan Documents; (d) cause New Operating Lessee to enter into a franchise license agreement with Hilton Hotels Corporation ("Franchisor") for the Project (the "Franchise Agreement"); (e) cause New Operating Lessee to enter into a new management agreement with Island Hospitality Management III, Inc., a Florida corporation ("Project Manager"); (f) amend the Loan Documents as provided herein (subsection (a) (e) above, collectively, the "New Borrower Actions). Current Borrower Actions and New Borrower Actions are hereinafter sometimes collectively referred to as "Requested Actions". F. The Security Instrument requires Lender's consent to the Current Borrower Actions and the New Borrower Actions. G. The Lender has agreed to consent to Current Borrower Actions and the New 2

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Borrower Actions, all on the terms and conditions hereinafter set forth. In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE 1 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS 1.1 Current Borrower Parties Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Current Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows; provided, however, that the following acknowledgments, warranties, representations and agreements shall terminate as of 12:01 am eastern standard time on the Effective Date (the Termination CutOff) and shall not survive beyond the Termination Cut-Off; provided, further, that the Current Borrower Parties shall have no liability for a breach or misrepresentation of the following acknowledgements, warranties, representations and agreements to Lender or the New Borrower Parties from and after the Termination Cut-Off: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of Current Borrower.

(i) Current Borrower. Current Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of Texas, if required. Innkeepers LP is the sole member of Current Borrower. Innkeepers LP, acting alone, without the joinder of any manager of Current Borrower or any other party, has the power and authority to execute this Agreement and the other documents to be executed in connection with the Requested Actions (the "Other Documents") and to duly bind Current Borrower hereunder and thereunder. Upon entry of the Confirmation Order, the execution and delivery of, and performance under, this Agreement and the Other Documents by Current Borrower has been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Current Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Borrower is a party or by which the Project may be bound or affected. (ii) Innkeepers LP. Innkeepers LP is a duly organized, validly existing limited partnership in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of Texas, if required. Innkeepers Financial Corporation ("IFC") is the sole general partner of Innkeepers LP. Upon entry of the Bankruptcy Order, IFC acting alone, without the joinder of any other partner of Innkeepers LP or any other
MIAMI 2587720.2 7249634763

party, has the power and authority to execute this Agreement and the Other Documents and to duly bind Innkeepers LP hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by Innkeepers LP on behalf of Current Borrower has been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Innkeepers LP or the certificate of limited partnership, limited partnership agreement or any other organizational document of Innkeepers LP or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Innkeepers LP is a party or by which the Project may be bound or affected. (iii) IFC. IFC is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of Texas, if required. Mark Murphy ("Authorized Officer") is the __________ of IFC. Upon receipt of the Bankruptcy Order, Authorized Officer, acting alone, without the joinder of any other officer or director of IFC or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind IFC hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by IFC, on behalf of Innkeepers LP and Current Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to IFC or the articles of incorporation, bylaws or any other organizational document of IFC or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which IFC is a party or by which the Project may be bound or affected. (c) Compliance with Laws. To Current Borrower's knowledge, and except as would not reasonably be expected to have a material adverse effect on the use and operation of the Project, Current Borrower possesses all licenses, permits and approvals required by any governmental body, each of which is valid and in full force and effect, and no provision, condition or limitation of any of the licenses, permits and approvals required has been materially breached or violated. (d) Leases. There are no tenant leases affecting the Project. The Existing Operating Lease is the only lease affecting the Project and is currently in full force and effect. Existing Operating Lessee is in possession of the leased premises. The Existing Operating Lease will be terminated as of the Effective Date. (e) Title to Project and Legal Proceedings. Current Borrower is the current owner of fee title of the Project. As of the Effective Date, Current Borrower has good and marketable title to the Project subject to those liens that are permitted under the Chatham APA (as defined in the Bankruptcy Order). (f) No Special Taxes. Current Borrower has no knowledge of, nor has received any notice of, any special taxes or assessments relating to the Project or any part thereof or any planned public improvements that may result in a special tax or assessment against the Project. 4

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(g) Litigation. Except for all claims or pending motions that have been asserted or filed prior to the date hereof by third parties against the Current Borrower Parties in the Bankruptcy Case, including any adversary proceedings in connection therewith, there is not pending or, to the knowledge of the Current Borrower, threatened, any action, suit, proceeding, claim, investigation, application or complaint (whether or not purportedly on behalf of a Current Borrower) against or affecting Current Borrower which in any way could materially and adversely affect the Project, in law or in equity, or which could affect the validity of this Agreement. (h) Loan Documents. The Loan Documents constitute valid and legally binding obligations of Current Borrower Parties and enforceable against Current Borrower Parties, as applicable, and the Project in accordance with their terms. Each Current Borrower Party , on behalf of itself and its heirs, successors and assigns, remises, releases, acquits, satisfies and forever discharges Lender, Lender's servicers (including, but not limited to Wells Fargo, N.A., as Master Servicer, and LNR Partners, LLC), and any subsidiary, affiliate or parent of Lender or of any of its servicers, and each of the foregoing parties' respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, shareholders, employees, agents, contractors, representatives, participants, heirs, and all of the respective successors and assigns of each of the foregoing (collectively, "Lender Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which each Current Borrower Party now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement relating in any way to (i) the Loan, (ii) the Loan Documents, (iii) the Bankruptcy Case, (iv) the Project and (v) any other agreement or transaction between any Current Borrower Party and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (i) - (iv) above, including without limitation, the Proof of Claim filed by Lender in the Bankruptcy Case. Each Current Borrower Party and Current Indemnitor (as defined on Exhibit B), for itself and its successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action (i) Existing Management Agreement. The Project is currently managed pursuant to the terms of a hotel management agreement dated June 29, 2007 (the "Existing Management Agreement") between Existing Operating Lessee and Island Hospitality Management, Inc. a Florida corporation. The Existing Management Agreement shall be terminated prior to the Effective Date. All sums due and payable thereunder have been or will be paid in full or will be discharged pursuant to the Bankruptcy Order. (j) Existing Franchise Agreement. That certain Amended and Restated Franchise License Agreement dated June 29, 2007 (the "Existing Franchise Agreement") pursuant to which Existing Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by Hilton Worldwide, Inc. will have been 5

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terminated prior to the Effective Date and all sums due thereunder shall have been or will be paid in full as of the Effective Date or will be discharged pursuant to the Bankruptcy Order. (k) Operation of Property. Current Borrower and Existing Operating Lessee affirm that neither has taken any action that has caused a material adverse effect on the Project or the New Borrower Parties' ability to continue to use and operate the Project after the Effective Date in a manner consistent with the use and operations in place at the Project as of the Effective Date. (l) Personal Property. All of the personal property and inventory being conveyed by the Current Borrower and Existing Operating Lessee to New Borrower and New Operating Lessee or its designee are free and clear of all liens, leases and other encumbrances, except for encumbrances disclosed in writing to Lender. 1.2 Acknowledgments, Warranties and Representations of New Borrower. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower acknowledges, warrants, represents and agrees to and with Lender as follows as of the Effective Date: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of Texas, if required. ___________ ("New Borrower Authorized Officer") as the ___________ of New Borrower, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower Authorized Officer on behalf of New Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of incorporation, bylaws or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected. (c) Financial Statements. The financial statements and other information (the "Financial Statements") of Chatham Lodging Trust, a real estate investment trust ("Principal"), which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. To the knowledge of Principal, there has not been any material adverse change to the financial condition of Principal between the date of the delivery of the Financial Statements to Lender and the Effective Date. New Borrower agrees to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 5.1.11 of the Loan Agreement. 6

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(d) Bankruptcy Proceedings. Neither New Borrower or its member, New Operating Lessee, Project Manager nor any entities which may be owned or controlled directly or indirectly by New Borrower or its member, New Operating Lessee, Project Manager ("Related Entities") has been a party to any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency law or laws providing relief for debtors within seven (7) years prior to the date of this Agreement. (e) New Borrower's Organizational Documents. New Borrower has not transacted any business in New Borrower's name since its formation. New Borrower is and will continue to be in full material compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents. (f) Non-Consolidation Opinion. New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated as of the Effective Date, delivered by New Borrower's counsel, Hunton & Williams, in connection with the Requested Actions (the "Non-Consolidation Opinion"), including but not limited to, any exhibits attached thereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of the Loan Agreement. New Borrower has caused and shall cause each entity other than New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not limited to, any exhibits attached thereto, to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the NonConsolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct. (g) Insurance. To the extent the required insurance under the Operating Lease is insufficient to satisfy the insurance requirements under the Loan Agreement, New Borrower agrees to provide any additional insurance coverage in order to comply with the terms of the Loan Agreement. (h) Assets of New Borrower. As of the Effective Date, the only assets of New Borrower are its interest in the Project, the personal property owned by New Borrower and used in connection with the Project, its interest in New Operating Lessee and cash or cash equivalents. (i) Cash Management Agreement. New Borrower agrees and acknowledges that (i) the Cash Management Agreement (as defined on Exhibit B) is in full force and effect, (ii) all actions have been taken to open any new accounts required thereunder for New Borrower, and (iii) New Borrower shall execute and deliver, and (if required by Lender) New Borrower shall cause New Operating Lessee and Project Manager to execute and deliver, an Amendment to Cash Management Agreement (the "Amendment to Cash Management Agreement") and shall take all the necessary actions under the Amendment to Cash Management Agreement, including, the opening of the Lockbox Account (as defined in the Cash Management Agreement) and execution by New Borrower, New Operating Lessee and Project Manager and/or its bank of 7

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appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (j) Deposit Account Control Agreement. [Amendment or New] New Borrower agrees and acknowledges that (i) the Deposit Account Control Agreement is in full force and effect, and (ii) all actions have been taken to open any new accounts required thereunder for New Borrower. New Borrower shall execute and deliver to Lender an Amendment to Deposit Account Control Agreement (the "Amendment to Deposit Account Control Agreement") and shall take all the necessary actions under the Amendment to Deposit Account Control Agreement, including, the opening of the Account (as defined in the Deposit Account Control Agreement) and execution by New Borrower and/or New Operating Lessee of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (k) Property Improvement Plan/Immediate Repairs. In connection with the Franchise Agreement, Franchisor may require certain improvements and repairs to be made to the Project as more particularly set forth in the Property Improvement Plan dated _______________ (the "PIP"), a copy of which is attached hereto as Exhibit D and is made a part hereof. New Borrower shall comply and shall cause New Operating Lessee and Project Manager to comply with the terms and conditions of the PIP, timely complete such improvements and repairs within the time frames set forth in the PIP (or such longer time as Franchisor may agree), and provide written confirmation of such completion to Lender. Failure by New Operating Lessee to timely and materially complete the PIP as required thereunder (as extended by Franchisor), which would allow Franchisor to terminate the Franchise Agreement, shall result in an Event of Default under the Loan Documents (subject to any cure period provided in the Loan Documents or the Franchise Agreement). (l) Liquor License. If applicable, Borrower shall cause New Operating Lessee or Project Manager], or its affiliate, to obtain a liquor license for use at the Project. New Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to provide Lender with copies of the application submitted for such liquor license. By its execution of a separate agreement with Lender, New Operating Lessee or Project Manager or its affiliate will, among other things, conditionally assign to Lender, all of New Operating Lessee or Project Manager or its affiliate's right, title and interest in and to any liquor license being obtained by New Operating Lessee or Project Manager or its affiliate for the Project as additional security for the Loan and shall agree to reasonably cooperate with Lender in transferring and relinquishing the liquor license used at the Project to Lender or its designee upon an Event of Default (that is not cured in accordance with the Loan Documents) and an exercise of remedies by Lender under the Loan Documents. (m) Loans to Related Entities. There are no loans payable by New Borrower to any officers, directors or shareholders of New Borrower or any other Related Entities or other entities or persons. (n) New Borrower Parties' Interests. Except as provided in this Agreement, neither New Borrower nor any of its officers or directors is obtaining a loan to finance its interest in New Borrower or the Project or pledging its interest in New Borrower to any party. 8

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(o) Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that neither to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (EO13224), (ii) whose name appears on the United States Treasury Departments Office of Foreign Assets Control (OFAC) most current list of Specifically Designated Nationals and Blocked Persons (which list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports terrorism, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] [iv] above are herein referred to as a Prohibited Person). New Borrower covenants and agrees that to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be reasonably requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224. (p) Loan Documents. The Loan Documents, from and after the Effective Date, as modified pursuant to this Agreement, are valid and legally binding obligations of New Borrower, enforceable against New Borrower and the Project in accordance with their terms. Except for the payment of the Principal Paydown (as defined below), this Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. Except for the payment of the Principal Paydown, New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and neither New Borrower nor New Operating Lessee shall impair the perfection or priority of said liens and
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security interests, which shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the Effective Date, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents. (q) No Default. To New Borrower's actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or an Event of Default by New Borrower under the Loan Documents. (r) Inspections. Other than that certain Property Condition Report for the Project dated _______________, prepared by ________________, under Project _____________, that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, and that certain Survey of the Project dated _____________, prepared by _____________________ under Project No. ______________, New Borrower has not obtained any other written inspection reports relating to the Project. Additionally, New Borrower has not obtained any tenant estoppel certificates from the tenants located at the Project that have not been delivered to Lender. (s) Reaffirmation. To New Borrower's actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the Effective Date; provided, however, to the extent any representation or warranty contained in the Loan Documents conflicts with any representation or warranty contained in this Agreement, then the representation and warranty contained in this Agreement shall control. (t) Additional Financing. New Borrower acknowledges and agrees that, as provided in Section 5.2.7 of the Loan Agreement, neither New Borrower nor any of its Related Entities shall have the right to obtain any mezzanine financing or additional financing other than the Loan in connection with the Project. 1.3 Acknowledgments, Warranties and Representations of New Operating Lessee. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Operating Lessee acknowledges, warrants, represents and agrees to and with Lender as follows: (a) Authority of New Operating Lessee. New Operating Lessee is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of Texas, if required. ____________ ("New Operating Lessee Authorized Officer") as the ________________ of New Operating Lessee, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Operating Lessee under this Agreement as applicable. The execution and delivery of, and performance under, this 10

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Agreement as applicable by New Operating Lessee Authorized Officer on behalf of New Operating Lessee has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Operating Lessee or the articles of incorporation, bylaws or any other organizational document of New Operating Lessee or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Operating Lessee is a party or by which the Project may be bound or affected. (b) Annual Budget. Current Borrower, Existing Operating Lessee or an affiliate thereof has submitted to Lender the Annual Budget (as defined in the Loan Agreement) for the calendar year 2011 attached as Exhibit E, which Annual Budget has been reasonably approved by Lender. New Operating Lessee shall provide Lender with an Annual Budget for each subsequent calendar year in accordance with the Loan Agreement. New Operating Lessee, or Project Manager, as applicable, shall use commercially reasonable efforts to operate the Project in accordance with the approved Annual Budget. 1.4 Acknowledgments, Warranties and Representations of New Borrower Parties. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows: (a) Operating Lease. New Operating Lessee shall lease the Project from New Borrower pursuant to the Operating Lease which agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee covenant and agree: (i) to comply with all material financial and other material terms and conditions of the Operating Lease, (ii) not to amend any material financial or other material term of the Operating Lease that may adversely affect New Borrower without obtaining the prior written consent of Lender, which consent may not be unreasonably withheld or delayed, (iii) not to assign, transfer or pledge (other than to Lender) any of their respective interests in the Operating Lease to any third party, (iv) not to consent or permit the assignment, pledge or other transfer of any right, title or interest in the Operating Lease or shares of New Operating Lessee to any third party, (v) not to sublease, license or otherwise grant any of its right to use any portion of the Project to any third party in violation of the Security Instrument; (vi) to pay to Lender any termination, consent or similar type fee paid or payable to New Borrower (as provided in the Operating Lease) in connection with any termination of any or part of the Operating Lease (the "Termination Fee") (which fee shall be held by Lender as security for the Loan, provided, however, the Termination Fee paid by New Borrower in accordance with this subsection (vi) shall be paid to Lender in a lump sum or as and when received by New Borrower and shall be credited against the next payment or payments (as applicable) due under the Loan Documents), and (vii) to use commercially reasonable efforts to enforce the terms and conditions of the Operating Lease. New Operating Lessee hereby acknowledges and agrees that if after the Effective Date a default or an Event of Default occurs and is continuing under the Loan Documents, Lender may elect, as one of its remedies under the Loan Documents (but not its exclusive remedy), to terminate the Operating Lease with respect to the Project, and Lender shall not be obligated to pay New Operating Lessee any termination fee or any other consideration (including, without limitation, the provision of another location in which to operate) in connection with Lender's termination of the Operating 11

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Lease. To the extent any of the terms and provisions of the Operating Lease conflict with the terms of the Loan Documents (including, without limitation, the required insurance and use of casualty or condemnation provisions), the terms and conditions of the Loan Documents shall prevail. New Operating Lessee shall execute and deliver to Lender the Collateral Assignment (as defined below) in form and content reasonably acceptable to Lender. Any material breach of the provisions of this Section by New Borrower or New Operating Lessee or New Operating Lessee's material default under the terms of the Collateral Assignment shall constitute an Event of Default under the Loan Documents, subject to notice as provided in the Loan Documents. (b) Management of Project. Project Manager shall manage the Project, pursuant to a written property management agreement between New Operating Lessee and Project Manager dated as of the Effective Date (the "New Management Agreement"), which New Management Agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee acknowledge that certain of the fees due under the New Management Agreement, and the material terms and provisions of the New Management Agreement, are subordinate to the Security Instrument. Neither New Borrower nor New Operating Lessee shall terminate, cancel, materially modify or revise, assign, renew or extend the New Management Agreement without Lender's prior written consent; provided, however, that New Operating Lessee shall be permitted to assign the New Management Agreement to an affiliate of Project Manager with Lender's consent, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply and shall cause New Operating Lessee to comply with all material terms and conditions of the New Management Agreement. Contemporaneously with this Agreement, New Operating Lessee has conditionally assigned its interest in the New Management Agreement and other collateral being collaterally assigned to New Borrower, and New Borrower has conditionally assigned its interests to Lender, by that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement (the "Collateral Assignment") as further security for the Loan. Lender recognizes that New Borrower is not a party to the New Management Agreement; however, the parties acknowledge that if New Operating Lessee changes Project Manager without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed in the event that the requested change of Project Manager by New Operating Lessee (and the accompanying assignment of the New Management Agreement) is to an affiliate of Project Manager), it shall constitute an Event of Default under the Loan Documents. The term "Management Agreement" or "management agreement" or such other similar term in the Loan Documents shall hereafter refer to the New Management Agreement. The term "Manager" or such other similar term in the Loan Documents shall hereafter refer to Project Manager. (c) New Franchise Agreement. The Franchise Agreement dated ____________, between New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender, pursuant to which New Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach, or violation existing thereunder by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower and New Operating Lessee acknowledge and agree that the fees due under the Franchise Agreement, and the terms and provisions of the Franchise Agreement, are subordinate to the Security Instrument. New Operating Lessee shall not terminate, cancel, amend or modify in any material
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12

respect, renew or extend the Franchise Agreement, or enter into any agreement relating to the right to operate the hotel located on the Project under a name and/or hotel system controlled by a franchisor other than Franchisor, without the prior express written consent of Lender, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply with, or cause New Operating Lessee to comply with, all material terms and conditions of the Franchise Agreement, including but not limited to the maintenance and operation of the facilities required to serve alcoholic beverages, if any. The term "Franchise Agreement" or such similar term in the Loan Documents shall hereinafter refer to the Franchise Agreement referred to herein. New Borrower shall deliver to Lender an unsigned comfort letter, in a form reasonably approved by Franchisor, from Franchisor in form and content reasonably acceptable to Lender prior to the Effective Date and an original comfort letter (in the form previously approved by Lender) executed by Franchisor within seven (7) business days following the Effective Date. ARTICLE 2 ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions, each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows: 2.1 Assumption of Loan. Except as modified pursuant to this Agreement, New Borrower hereby assumes the indebtedness due under the Note (as modified by the Principal Paydown), the Loan and all of Current Borrower Parties' other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents. 2.2 Indebtedness. Borrower Parties acknowledge and agree that as of __________, 2011 (the "Calculation Date") and prior to taking into account the Principal Paydown and any Cash Collateral Payments (as defined in that certain Stipulation by and between Innkeepers USA Trust, LNR Partners LLC and the Ad Hoc Committee of Preferred Shareholders), the outstanding principal balance of the Loan is $___________ and $___________ of accrued and unpaid interest calculated at the Note interest rate is due and payable by Current Borrower to the Lender as of the Effective Date. As of the Effective Date, Lender has received $_________________ in Cash Collateral Payments allocable to interest for this Project such that the net amount of all accrued and unpaid interest due to Lender from Current Borrower as of the Effective Date is $_______________ ("Unpaid Interest Amounts"), which Unpaid Interest Amounts shall be paid by Current Borrower on or prior to the Effective Date. As of the Calculation Date, Lender is holding the following escrow and reserve balances (collectively, "Escrow Balances"): (i) a tax escrow balance of $____________; (ii) an insurance escrow balance of $__________; (iii) a replacement reserve escrow balance of $_________; and (iv) a required repair reserve escrow balance of $______________. Further, Borrower Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any 13

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way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Current Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents. 2.3 Assumption Fees. Simultaneously with or prior to the execution hereof, New Borrower shall pay to or has paid Lender: (i) an assumption fee equal to $__________, which is 1% of the outstanding principal balance of the Loan as calculated after the Principal Paydown; (ii) a liquidation fee equal to $__________, which is 1% of the Principal Paydown; (iii) an administration fee equal to $125.00; (iv) a flood determination fee equal to $15.00; and (v) an insurance review fee equal to $400.00, each of which New Borrower agrees are fees for new consideration and are not interest charged in connection with the Loan. 2.4 Payment of Transaction Costs and Expenses. New Borrower shall pay at the time of execution of this Agreement by Lender: (a) the reasonable legal fees and disbursements of Lender's counsel, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the transactions contemplated in this Agreement; (b) all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (c) the costs of updating Lender's policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender's option, the cost of obtaining a new Lender's policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement. 2.5 Post Closing Transfer of Licenses. Borrower Parties shall cause all licenses, permits and operating agreements required for the operation of the Project as it is currently being operated (collectively the "Licenses") to be transferred (to the extent the Licenses are transferable) or reissued into the name of New Borrower, New Operating Lessee and/ or Project Manager, as appropriate, within ninety (90) days after the Effective Date. The failure to timely transfer or obtain the Licenses in accordance with this Section 2.5 within ninety (90) days of the Effective Date shall constitute an Event of Default under the Security Instrument, provided however, so long as New Borrower Parties are diligently pursuing the transfer and/or issuance of Licenses and continue to provide Lender with updates of progress of such transfers and/or issuance, the New Borrower Parties shall have up to an additional ninety (90) days until an Event of Default shall be deemed to have occurred under the Security Instrument. 2.6 Release and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, to the extent arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective 14

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heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising prior to the Effective Date. 2.7 Further Assurances. Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement. ARTICLE 3 ADDITIONAL PROVISIONS 3.1 Consent of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower. 3.2 Release of Current Indemnitor and Current Borrower. By its execution hereof, Lender hereby releases (i) Current Indemnitor (as defined in the Joinder by and Agreement of Current Indemnitor attached hereto (the "Current Indemnitor Joinder")) from its obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Effective Date in accordance with and subject to the terms of the Current Indemnitor Joinder and (ii) Current Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date with the exception of any liability of Current Borrower based upon (a) any material misrepresentation or other direct or indirect act or omission caused by the Current Borrower or any of its agents, affiliates, subsidiaries or representatives that would lead to liability under the Loan Documents and/or (b) its obligations under the Environmental Indemnity described on Exhibit B that are directly or indirectly caused, in anyway by Current Borrower or any of its agents, affiliates, subsidiaries or representatives or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Project prior to the Effective Date, or result from a violation of Environmental Law (as defined in the Environmental Indemnity) prior to the Effective Date. Current Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party. 3.3 UCC Filings. New Borrower hereby grants and confirms unto Lender a first lien priority interest in all of New Borrower's personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code ("UCC"). Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily 15

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limited to, the state of organization of New Borrower and in the Records (collectively "Filings") in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties. New Operating Lessee hereby grants Lender the irrevocable power of attorney to file appropriate Filings which grant New Borrower a first lien priority interest in all of New Operating Lessee's Collateral (as defined in the Collateral Assignment), including, without limitation, its personal property, its interest in the Operating Lease, New Management Agreement and Franchise Agreement (to the extent those agreements may be collaterally assigned by their terms) and Hotel Accounts (as defined in the Management Agreement) and all of the fixtures located at the Project. For so long as the Loan, as modified by the Principal Paydown, has not been repaid and remains outstanding, New Borrower and New Operating Lessee hereby grant Lender an irrevocable power of attorney to file any Filings required to perfect Lender or New Borrower's security interests in the collateral described in the Loan Documents and this Agreement without further consent or approval (but with three (3) days prior written notice to New Borrower) of either New Borrower or New Operating Lessee. 3.4 References to Loan Documents and Amendment to Loan Documents. All references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in connection with the Requested Actions, including, but not limited to, the Collateral Assignment. New Borrower and New Operating Lessee hereby acknowledge and agree that a material breach by New Operating Lessee of any covenant, agreement and obligation set forth in the Loan Documents shall constitute an Event of Default under the Loan Documents. 3.5 Amendment to Note. From and after the Effective Date, the Note described on Exhibit B is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.6 Amendment to Security Instrument.

(a) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) All references to "Operating Lease" in the Security Agreement shall hereinafter refer to the Operating Lease. 3.7 Amendment to Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Leases and Rents is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.8 Amendments to Loan Agreement.

(a) From and after the Effective Date, the Loan Agreement is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) follows:
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The definitions for the following terms shall be revised and modified as 16

(i) All references to Company Agreement shall hereinafter refer to the _____________________. (ii) The definition for "Debt Service Payment Amount" shall be deleted in its entirety and replaced with the following: "Debt Service Payment Amount shall mean, with respect to each Payment Date, a monthly payment in the amount of $_________ (the principal component of which amount is based on a 30 year amortization schedule)." (iii) The definition for "Insolvency Opinion" shall be deleted in its entirety and replaced with the following: "Insolvency Opinion" shall mean that certain nonconsolidation opinion letter dated ____________ delivered by Hunton & Williams LLP in connection with the Loan. (iv) All references to "Operating Lease" shall refer to the Operating Lease. (v) Lessee. (vi) (vii) Manager. (viii) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the following shall replace (d) of the definition of "Permitted Transfers": ""(d) (i) the issuance, grant sale, conveyance, transfer or other disposition of any shares of common stock the REIT and (ii) the issuance, grant, sale, conveyance, transfer or other disposition of the operating partnership units of Chatham Lodging, L.P., a Delaware limited partnership ("Lodging"), provided that at all times one hundred percent (100%) of general partnership interests in Lodging are beneficially owned and controlled by Sponsor." (ix) The following shall be added as a definition in the Loan Agreement: "REIT shall mean Chatham Lodging Trust." (x) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the term "Sponsor" shall hereinafter refer to Chatham Lodging Trust. (c) For so long as New Borrower owns the Property and the REIT Controls New Borrower, Section 2.4 shall be deleted in its entirety. (d) The second sentence of Section 4.1.36 shall be replaced with the following: "Borrower is organized under the laws of the State of Delaware and Operating Lessee is organized under the laws of the State of Delaware. 17 "Guarantor" shall hereinafter refer to Chatham Lodging Trust. All references to "Manager" shall hereinafter refer to Project All references to "Operating Lessee" shall refer to New Operating

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(e) The organizational identification number in Section 5.1.10 shall be replaced with the following: ________________. (f) The reference to CT Corporation System and its address in Section 10.3 are hereby deleted in their entirety and replaced with the following: __________________. (g) The addresses in Section 10.6 are hereby deleted in their entirety and replaced with the applicable addresses in Section 4.6 of this Agreement. (h) attached hereto. (i) attached hereto. (j) Schedule I is hereby deleted in its entirety and replaced with Schedule I Schedule II is hereby deleted in its entirety and replaced with Exhibit C Schedule IV is hereby deleted in its entirety.

(k) The Loan Agreement is hereby amended so that from and after the Effective Date, New Borrower and New Operating Lessee shall be responsible for the covenants, representations and agreements contained therein. 3.9 Paydown on Effective Date. On the Effective Date, New Borrower shall pay to Lender the sum of $5,600,000.00 (the "Principal Paydown") which shall be applied to reduce the principal balance of the Loan and the amount secured by the Security Instrument to $______________. Lender shall waive any Yield Maintenance Premium (as defined in the Loan Agreement), prepayment premium or other similar fee or penalty due in connection with the Principal Paydown. Lender hereby confirms that upon its receipt of the Principal Paydown and the full execution and delivery of this Agreement and all documents executed and/or required in connection with the Requested Actions, all accrued late fees and the unpaid accrued interest and default interest shall be waived by Lender. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 No Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law. 4.2 No Waivers. Except as otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any party hereto contrary to the 18

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provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such party's rights under this Agreement without invalidating this Agreement. 4.3 Successors or Assigns. Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and inure to the benefit of the heirs, executors, legal representatives, successors, successors-in-title and assigns of the parties, whether so expressed or not. 4.4 Construction of Agreement. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm's length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary acts of Borrower Parties. 4.5 Invalid Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 4.6 Notices. Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses ("Communications") permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused 19

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or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above: U.S. Bank National Association, as Trustee c/o Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 Re: ML-CFC 2006-4; Loan No: M550203997 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Servicing Re: ML-CFC 2006-4; Loan No: M550203997 and, if given to Current Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Borrower, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to:

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20

_____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Operating Lessee, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________

4.7 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located. 4.8 Headings; Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement. 4.9 Modifications. The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, and except as modified herein, all other provisions of the Loan Documents shall remain in full force and effect. 4.10 Time of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender. 4.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. 4.12 New Indemnitor Joinder. New Indemnitor (as defined in the Joinder By and Agreement of New Indemnitor attached hereto) shall assume the obligations of Current Borrower and/or Current Indemnitor under the Guaranty, Environmental Indemnity and Payment Guaranty pursuant to the Joinder by and Agreement of New Indemnitor attached hereto. 21

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4.13 WAIVER OF TRIAL BY JURY. BORROWER PARTIES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

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22

The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact

By: Print Name: ______________, President

Print Name:

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS: )

The foregoing instrument was acknowledged before me this _____ day of __________, 2011, by ______________, President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said limited liability company, as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, on behalf of the said trust. He _____ is personally known to me or _____ has produced a drivers license as identification. _______________________________________ Notary Public, State of Florida [AFFIX NOTARY STAMP ABOVE] Print Name:_____________________________ My Commission Expires:__________________

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: CURRENT BORROWER: KPA SAN ANTONIO, LLC (formerly known as KPA San Antonio HS LLC), a Delaware limited liability company By: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: (SEAL) Name: ___________, ____________

Print Name: Print Name:

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, the sole member of KPA SAN ANTONIO, LLC (formerly known as KPA San Antonio HS LLC), a Delaware limited liability company, on behalf of the corporation, the limited partnership and the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: EXISTING OPERATING LESSEE: GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Grand Prix General Lessee, LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER: CHATHAM SAN ANTONIO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM SAN ANTONIO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW OPERATING LESSEE: CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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EXHIBIT A
LEGAL DESCRIPTION

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EXHIBIT B LOAN DOCUMENTS 1. Loan Agreement dated as of September 19, 2006 (the "Loan Agreement") entered into by and between KPA San Antonio, LLC (formerly known as KPA San Antonio HS LLC), a Delaware limited liability company ("Current Borrower"), and Merrill Lynch Mortgage Lending, Inc., a Delaware corporation ("Original Lender"), as assigned to Lender. Promissory Note dated September 19, 2006 (the "Note") in the original principal amount of $24,200,000.00 made by Current Borrower in favor of Original Lender, as assigned to Lender. Deed of Trust and Security Agreement dated as of September 19, 2006 (the "Security Instrument") made by Current Borrower to Peter Graf, as trustee in favor of Original Lender, recorded under Clerk's File No. 20060237030 in the Official Records of Bexar County, Texas (the "Records"), as assigned to Lender. Assignment of Leases and Rents (the "Assignment of Leases and Rents") dated as of September 19, 2006, made by Current Borrower in favor of Original Lender, recorded under Clerk's File No. 20060237031 of the Records, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, as secured party, filed with the Secretary of State of Delaware as Initial Filing No. 6335163 2, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, recorded under Clerk's File No. 20060237032 of the Records, as assigned to Lender. Environmental Indemnity Agreement dated as of September 19, 2006, made by Current Borrower in favor of Original Lender (the "Environmental Indemnity"), as assigned to Lender. Guaranty Agreement dated as of September 19, 2006, made by Innkeepers USA Trust in favor of Original Lender (the "Guaranty"), as assumed by Grand Prix Holdings LLC, a Delaware limited liability company ("Current Indemnitor"), as assigned to Lender. Cash Management Agreement dated as of September 19, 2006, by and among Current Borrower, Original Lender, PNC Bank National Association, KPA Leaseco, Inc., and Innkeepers Hospitality Management, Inc., a Florida corporation (the "Cash Management Agreement"), as assigned to Lender. Deposit Account Control Agreement dated as of November 1, 2006, by and among Current Borrower, Original Lender and Bank of America, N.A. (the "Deposit Account Control Agreement"), as assigned to Lender. Consent Agreement dated as of June 29, 2007, by and among Current Borrower and LaSalle Bank National Association, as Trustee for the registered holders of ML-CFC Commercial

2.

3.

4.

5.

6. 7.

8.

9.

10.

11.

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Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, as Lender ("LaSalle Bank, as Trustee"), as joined by Current Indemnitor, Existing Operating Lessee and Island Hospitality Management, Inc., a Florida corporation ("Existing Project Manager"), as assigned to Lender. 12. Assignment of Management Agreement and Subordination of Management Fees dated as of June 29, 2007, by and among LaSalle Bank, as Trustee, Existing Operating Lessee and Existing Project Manager, as assigned to Lender. Subordination and Attornment Agreement dated as of June 29, 2007, by and between LaSalle Bank, as Trustee and Existing Operating Lessee, as assigned to Lender. Guaranty of Payment and Completion dated as of June 29, 2007, by and between Current Indemnitor and LaSalle Bank, as Trustee (the "Payment Guaranty"), as assigned to Lender.

13. 14.

The documents referred to in item 1-14 and all those certain documents evidencing and securing the Loan are collectively referred to as the "Loan Documents".

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EXHIBIT C INTENTIONALLY DELETED

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EXHIBIT D PROPERTY IMPROVEMENT PLAN

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EXHIBIT D PROPERTY IMPROVEMENT PLAN (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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EXHIBIT E 2011 ANNUAL BUDGET

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EXHIBIT E 2011 ANNUAL BUDGET (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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SCHEDULE I Organizational Chart

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SCHEDULE I Organizational Chart (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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JOINDER BY AND AGREEMENT OF CURRENT INDEMNITOR The undersigned, GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Current Indemnitor"), under the Guaranty and Payment Guaranty (collectively, the "Guaranty") executed in connection with the Loan described in the Loan Document Modification and Deed of Trust Assumption Agreement ("Agreement") to which this Joinder by and Agreement of Current Indemnitor ("Current Indemnitor Joinder") is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following: 1. Defined Terms. All capitalized terms used in this Current Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Reaffirmation of Guaranty. The Guaranty constitutes the valid, legally binding joint and several obligation of Current Indemnitor, enforceable against Current Indemnitor in accordance with their respective terms. By Current Indemnitor's execution hereof, Current Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which Current Indemnitor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty or any of the other Loan Documents. 3. Agreements of Current Indemnitor. Current Indemnitor consents to the execution and delivery of the Agreement by Current Borrower and New Borrower and agrees and acknowledges that, except as set forth in paragraph 5 below, the liability of Current Indemnitor under the Guaranty shall not be diminished in any way by the execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not limited to the Requested Actions. 4. Authority Representations by the Current Indemnitor. The execution and delivery of, and performance under, this Current Indemnitor Joinder, the Guaranty by Current Indemnitor will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Indemnitor is a party or by which the Project may be bound or affected. 5. Release of Current Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Current Indemnitor Joinder, the Security Instrument, or the other Loan Documents, Current Indemnitor's obligations under the Guaranty shall not apply with respect to, and by acceptance of this Current Indemnitor Joinder, Lender agrees that Current Indemnitor is hereby released from any and all of Current Indemnitor's obligations (the "Guaranteed Obligations") under the Guaranty for acts or events occurring or obligations arising after the Effective Date, unless such Guaranteed Obligations are caused by Current Borrower and/or Current Indemnitor and/or any of their agents prior to the Effective Date..

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The undersigned Current Indemnitor has executed and delivered this Current Indemnitor Joinder to be effective as of the date of the Agreement. CURRENT INDEMNITOR: GRAND PRIX HOLDINGS LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of Grand Prix Holdings LLC, a Delaware limited liability company, on behalf of said company.

Notary Public, State of My Commission Expires:

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JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, Chatham Lodging Trust ("New Indemnitor"), the Principal referred to in the Agreement to which this Joinder by and Agreement of New Indemnitor (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty, Payment Guaranty and Environmental Indemnity (all as defined in the Agreement) and pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following: 1. Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Benefit to New Indemnitor. New Indemnitor, owning a direct and/or indirect interest in New Borrower as a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions. 3. Assumption by New Indemnitor of Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to New Indemnitor. 4. follows: (a) Amendment to Guaranty. The Guaranty shall be revised and modified as

Section 1.2 shall be deleted in its entirety and replaced with the following:

"1.2 Definition of Guaranteed Obligations. As used herein, the term Guaranteed Obligations means the obligations described in the following subsections 1.2(a), 1.2(b), and 1.2(c), but only to the extent such obligations and violations described herein are directly caused by any action or inaction by Borrower, Operating Lessee or any person that controls Borrower or Operating Tenant (as applicable) (other than Lender, its Affiliates, or any lender to Borrower permitted under the Loan Agreement): (a) the payment obligations or liabilities of Borrower to Lender for actual losses, damages, costs and expenses, liabilities, claims or other obligations actually incurred by Lender (including reasonable attorneys fees and costs reasonably incurred but excluding consequential, special or punitive damages), arising out of or in connection with the following: (i) fraud or intentional misrepresentation by Borrower, Operating Lessee or Guarantor in connection with the Loan;
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(ii)

willful misconduct of Borrower or Operating Lessee;

(iii) damage to the Property as a result of the gross negligence or willful misconduct of Borrower, Operating Lessee or Guarantor; (iv) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity Agreement concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto; (v) the removal or disposal of any material portion of the Property by Borrower or Operating Lessee upon and during the continuance of an Event of Default in violation of the Loan Agreement; (vi) the misappropriation or conversion by Borrower or Operating Lessee of (A) any Insurance Proceeds paid by reason of any Casualty to the Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or (D) any Rents or other amounts which should have been deposited in the Lockbox Account but were diverted therefrom by Borrower, Operating Lessee or Guarantor; (vii) failure of Borrower or Operating Lessee to pay Taxes or other charges which give rise to Liens on the Property except to the extent that Rents were insufficient to pay such Taxes or other charges; (viii) the failure of Borrower or Operating Lessee to obtain Lenders prior written consent to any Indebtedness voluntarily incurred by Borrower or the voluntary grant or creating of any Lien (other than Permitted Encumbrances) encumbering the Property, or the failure of Borrower to obtain Lenders prior written consent to any voluntary Transfer in each case as may be required by the Loan Agreement; and (ix) Borrower, Operating Lessee, Guarantor or any of their respective Affiliates, agents, employees, members, partners, directors or officers, in bad faith, causes any material interference or material resistance (including, without limitation, any action reasonably likely to cause a material delay to Lender) with Lenders exercise of any and all of its rights and remedies under the Loan Documents, at law or in equity (provided that defending any demand for payment solely on the grounds that the demanded amount had already been paid and not returned or otherwise disgorged, shall not trigger liability under this clause (ix)); (b) the entire amount of the Debt in the event of:

(i) Borrower filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law;

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(ii) the filing by any Person other than Lender of an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law in which Borrower or Operating Lessee colludes with such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; (iii) Borrower filing an answer consenting to or joining in any involuntary petition filed against it, by any Person other than Lender under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; (iv) Borrower consenting to or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Property; (v) Borrower making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; and (vi) Borrower materially violating the Single Purpose Entity provisions of their respective organizational documents; (c) any fees associated with any termination fees or any loss sustained by Lender as a result of the termination of the Franchise Agreement as a result of Borrowers failure to comply with the provisions of Section 5.1.24(b) of the Loan Agreement. (b) Section 1.11 is deleted in its entirety and replaced with the following:

"1.11 Borrower. The term Borrower as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization (but excluding the Lender, its Affiliates, any entity owned or controlled by Lender and any lender to Borrower permitted under the Loan Agreement) formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any direct interest in Borrower." (c) Section 3.4 is deleted in its entirety and replaced with the following:

"3.4 Guarantors Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is solvent, and has assets which, fairly valued, exceed its obligations, liabilities (including the amount that can reasonably be expected to become absolute and fixed in respect of contingent liabilities) and debts, and has property and assets sufficient to satisfy and repay its obligations and liabilities."

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(d) The address for Guarantor in Section 5.2 shall be revised to the address in Section 9 below and Lender's address in Section 5.2 shall be revised to the address for Lender in the Agreement. 5. Assumption by New Indemnitor of Payment Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Payment Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Payment Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Payment Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Payment Guaranty is amended to provide that all references to the term "Borrower" used in the Payment Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Payment Guaranty shall mean and refer to New Indemnitor. 6. Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of the Current Borrower's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder, including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements and liabilities of Current Borrower, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued and without regard to the Current Borrower's responsibility therefore, if any. New Indemnitor further agrees to pay, perform, and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower. From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower" used in the Environmental Indemnity shall mean and refer to New Borrower and the term "Guarantor" used in the Environmental Indemnity shall mean and refer to New Indemnitor. 7. Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement. 8. Authority Representations by New Indemnitor. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under the New Indemnitor Joinder and the Guaranty, Payment Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor is a party or by which the Project may be bound or affected.

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9. Notices to New Indemnitor. From and after the Effective Date, Lender shall deliver any notices to New Indemnitor which are required to be delivered pursuant to the Guaranty, Payment Guaranty and Environmental Indemnity , or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to New Indemnitor at the following address: ____________________ ____________________ ____________________ Attn: ________________ Facsimile: ____________ All notices to be sent by New Indemnitor to Lender under the Guaranty, Payment Guaranty and Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached. 8. Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement. NEW INDEMNITOR: CHATHAM LODGING TRUST, a real estate investment trust

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) )

ss:

The foregoing instrument was acknowledged before me this _____ day of ________, 2011, by ________________ as __________________ of Chatham Lodging Trust, a real estate investment trust, on behalf of the said trust. He is personally known to me or has produced a drivers license as identification.

NOTARY PUBLIC, STATE OF FLORIDA Print or Stamp Name of Notary My Commission Expires: [AFFIX NOTARY STAMP ABOVE]

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SUBORDINATION OF OPERATING LEASE, COLLATERAL ASSIGNMENT AND ATTORNMENT AGREEMENT (ML-CFC 2006-4; Loan No. 550203997) THIS SUBORDINATION OF OPERATING LEASE, COLLATERAL ASSIGNMENT AND ATTORNMENT AGREEMENT (this "Agreement") is made as of the ____ day of ______, 2011, by and between U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, having an address Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612; Re: ML-CFC 2006-4; Loan No. 55023997, (together with its successors and/or assigns, "Lender"), CHATHAM SAN ANTONIO LLC, a Delaware limited liability company having an office at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Borrower") and CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company having an office at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Tenant"). RECITALS: A. Lender is the owner and holder of a Loan in the original principal amount of $24,200,000.00 made by Merrill Lynch Mortgage Lending, Inc. ("Original Lender") to KPA San Antonio, LLC (formerly known as KPA San Antonio HS LLC) ("Original Borrower") on September 19, 2006 (the "Loan") pursuant to that certain Loan Agreement dated as of September 19, 2006 between Original Borrower and Original Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Loan Agreement"), which Loan is being assumed by Borrower pursuant to that certain Note Modification and Deed of Trust Assumption Agreement executed contemporaneously herewith between Borrower, Operating Tenant and Lender (the "Assumption Agreement"). B. The Loan is secured by, among other things, the Mortgage (as defined in the Loan Agreement) which grants Lender a first lien on the property commonly known as 432 West Market Street, San Antonio, Texas (as more particularly described on Exhibit A attached hereto, the "Property") encumbered thereby and is further evidenced by the Note and the other Loan Documents (as such terms are defined in the Assumption Agreement). C. In connection with Borrower's assumption of the Loan, Borrower shall lease the Property to Operating Tenant pursuant to the terms of that certain Lease Agreement executed contemporaneously herewith between Borrower and Operating Tenant (the "Operating Lease"). D. Operating Tenant has agreed to confirm the subordination of the Operating Lease to the Mortgage and the other Loan Documents and to the respective liens thereof on the terms and conditions hereinafter set forth.

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AGREEMENT: NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (A) Operating Tenant hereby (i) grants, sells, transfers, assigns, delivers, sets over and conveys to Borrower as security for the payment of Operating Tenants obligations under the Operating Lease and the observance and performance by Operating Tenant of the terms, covenants and conditions of the Operating Lease, all of Operating Tenant's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties (collectively, the "Collateral"), if any, to the extent the applicable law permits such assignment by Operating Tenant (the Collateral Assignment) and (ii) subordinates its interest in the Operating Lease, Property and the Collateral to Lender, and any subsequent owner and holder of the Loan Documents and (B) Borrower hereby grants, sells, transfers, assigns, delivers, sets over and conveys to Lender as additional security for the payment of the Loan and the observance and performance by Borrower of the terms, covenants and conditions of the Loan Documents, all of Borrowers right, title and interest in and to the Collateral Assignment and the Operating Lease, and in connection therewith, the parties hereto further agree as follows: 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assumption Agreement, and the following terms shall have the following meanings: "Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures.
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"Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable.
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"Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable. 2. Assignment/Grant of Security Interest.

(a) Operating Tenant hereby grants, assigns, transfers, and delivers, sets over and conveys to Borrower, as security for the full, timely and faithful repayment and performance by Operating Tenant of its obligations hereunder and under the Operating Lease, all of its right, title and interest in and to the Collateral located on the Property or related to the operation, administration, construction, maintenance or management of the Property, to the extent that applicable law permits. This Agreement constitutes a "security agreement" on all personal property within the meaning of the Uniform Commercial Code ("UCC") and other applicable law with respect to the Collateral and, to that end, Operating Tenant agrees that Borrower shall have the rights and remedies of a secured party under the UCC with respect to such Collateral. Operating Tenant hereby consents to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office (collectively, "Filings") in order to perfect said interest in the Collateral and, in accordance with the UCC, the Filings may be made by Borrower without the consent or signature of Operating Tenant.

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(b) Borrower hereby grants, assigns, transfers and delivers, sets over and conveys to Lender, as additional security for the full, timely and faithful repayment and performance by Borrower of its obligations hereunder and under the Assumption Agreement, all of its right, title and interest in and to the Collateral Assignment and the Operating Lease to the extent that applicable law permits. Borrower hereby consents to the filing of any Filings in order to perfect said interest in the Collateral Assignment and, in accordance with the UCC, the Filings may be made by Lender without the consent or signature of Borrower. (c) It is the intention of Operating Tenant that this Agreement establishes a valid present transfer and assignment to Borrower, as additional security for the payment and performance of Operating Tenants obligations under the Operating Lease, of the rights of Operating Tenant under each and all of the Collateral and Operating Tenant hereby makes, constitutes and appoints Borrower, its agents and designees, at such time as Borrower may exercise its rights and powers hereunder pursuant to the terms hereof, as the true and lawful agents and attorneys-in-fact of Operating Tenant, with full power of substitution, to exercise all rights of Operating Tenant under each and all of the Collateral, and to take all actions necessary or proper to carry out the intent of this Agreement and to perfect and protect the liens and rights of Borrower created under this Agreement, including without limitation to claim, bring suit, settle or adjust any insurance proceeds claims relating to the Collateral. Operating Tenant agrees that neither Borrower nor any of Borrower's officers, directors, shareholders, partners, employees, counsel, agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. (d) Borrower agrees that this Agreement shall constitute a perfected, absolute and present assignment and security interest in favor of Lender, subject, however, to the limitations described in Section 3 hereof. Upon the occurrence of an Event of Default under any of the Loan Documents, Lender may, without affecting any of its rights or remedies against Borrower under any other instrument, document or agreement, exercise its rights under this Agreement in any manner permitted by law. 3. Lender's Deferred Exercise of Rights. Notwithstanding anything contained herein to the contrary, although it is the intention of the parties that this Agreement shall constitute a present collateral assignment, it is understood and agreed that Lender shall not exercise any of the rights and powers conferred upon it herein until and unless an Event of Default shall occur and be continuing (beyond any applicable grace or cure period) under any of the Loan Documents and Lender has provided Borrower with written notice thereof; provided, however, that nothing herein contained shall be deemed to affect or impair any rights that Lender has under this Agreement or the Loan Documents. 4. Subordination. The Operating Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Operating Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Mortgage and the other Loan Documents and to the respective liens thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage and the other Loan
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Documents had been executed, delivered and recorded prior to the execution and delivery of the Operating Lease. 5. Estoppel. Operating Tenant represents and warrants, to its knowledge, that as of the date hereof (a) the Operating Lease constitutes the entire agreement between Operating Tenant and Borrower with respect to Operating Tenant's use and enjoyment of the Property and has not been modified or amended, (b) the Operating Lease is in full force and effect and the term thereof commenced on the date hereof, (c) neither Operating Tenant nor Borrower is in default under any of the terms, covenants or provisions of the Operating Lease and Operating Tenant knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Operating Lease by Operating Tenant or Borrower thereunder, (d) neither Operating Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease, (e) all Rent (as defined in the Operating Lease) and other sums due and payable under the Operating Lease have been paid in full and no Rent or other sums payable under the Operating Lease have been paid for more than one (1) month in advance of the due dates thereof and (f) there are no offsets or defenses to the payment of the Rent or other sums payable under the Operating Lease. 6. Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as "Purchaser"), at Purchaser's election, the Operating Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Operating Tenant upon all of the terms, covenants and conditions set forth in the Operating Lease and in that event, Operating Tenant agrees to attorn to Purchaser and Purchaser by virtue of such election shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of its obligations under the Operating Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Operating Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Operating Tenant to any Prior Landlord in accordance with the Operating Lease, (d) bound by any payment of rents, additional rents or other sums which Operating Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) except as permitted by the Loan Agreement or the Assumption Agreement, bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Operating Lease, or any voluntary surrender of the premises demised under the Operating Lease, made without Lender's or Purchaser's prior written consent prior to the time Purchaser succeeded to Borrower's interest. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser's interest in the Property and shall in no event exceed such interest. If the Operating Lease is terminated by Purchaser, Operating Tenant shall use reasonable efforts, at no cost and expense to Operating Tenant, to transfer all licenses, permits and the like (including liquor licenses) held by Operating Tenant to
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Purchaser and/or its designee and reasonably assist in the transition of any employees employed by Operating Tenant to Purchaser and/or its designee. 7. Lender: Agreements by Operating Tenant. Operating Tenant covenants and agrees with

(a) except as permitted by the Loan Agreement and the Assumption Agreement, not to (i) assign, sublet, convey, mortgage, pledge, grant easements or otherwise encumber or transfer its interest in the Operating Lease without the prior written consent of Lender and the delivery of a Rating Confirmation (as defined below) if required by Lender, (ii) materially modify or amend, terminate, cancel or surrender the Operating Lease without the prior written consent of Lender, which consent may not be unreasonably withheld or delayed and, if required by Lender, the delivery of a Rating Confirmation or (iii) pledge or grant any security interest in its income derived from the operation of the Property to any party other than Borrower; (b) to promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Franchise Agreement, operate the Property in accordance with terms of the Franchise Agreement and to use reasonable efforts to preserve and to keep unimpaired its material rights thereunder and in the Collateral; (c) to promptly notify Lender in writing of any default under the Franchise Agreement of which it is aware and provide Lender with copies of any written notice of default under the Franchise Agreement that it may receive; (d) to renew, maintain and/or replace the Collateral, to the extent commercially reasonable and if required by applicable law, Operating Tenant agrees that the Collateral shall not be replaced or substituted, and to not delegate its responsibilities under the Franchise Agreement (other than to the Manager under the New Management Agreement), without the prior written consent of Lender in each case, which consent shall not be unreasonably withheld or delayed. Operating Tenant shall not sell, lease, assign, transfer or otherwise dispose of any of the Collateral except in the ordinary course of business and as permitted under the Operating Lease. With respect to the use and replacement of Fixtures and Personalty and with respect to the expiration, termination, revocation, non-renewal or replacement of any Agreement, Permits, Plans or Warranties, any such disposition shall be made in compliance with all other applicable provisions of this Agreement and the terms of the Franchise Agreement and the Loan Documents, including by not limited to the replacement of Fixtures and Personalty with property of similar utility and value; (e) that other than the "Inventory" (as defined in the Operating Lease), the Franchise Agreement, and the other agreements with Franchisor or entities related to Franchisor, all material personal tangible and intangible personal property used in or necessary for the operation of the hotel located on the Property shall be owned by Borrower and not by Operating Tenant; but Operating Tenant shall be permitted to lease such personal property from Borrower; (f) to obtain Lender's prior written consent (such consent not to be unreasonably withheld or delayed) to any material modification, termination or extension of the Franchise Agreement;
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(g) to promptly following receipt of written request of Lender, furnish Lender with executed or certified copies of the Franchise Agreement, or copies of any other material Agreements, Warranties, Permits and other written agreements between Operating Tenant and any contractor, governmental authority or others, setting forth the contractual or other arrangements between them as such matters may be in the possession or control of Operating Tenant. For all purposes hereof, "material" shall mean any agreement with a term in excess of one year and where the obligations of Operating Tenant or Borrower thereunder are equal to or in excess of $250,000. Operating Tenant shall also promptly comply with any written request of Lender concerning the Collateral provided such request is reasonable and detailed. Such requests may be made at any reasonable time; (h) that notwithstanding anything to the contrary contained in the Franchise Agreement, or this Agreement, Operating Tenant agrees that, in the event of any termination of the Franchise Agreement by Lender, in connection with a sale pursuant to a foreclosure or a deed in lieu thereof, such termination shall not give rise to any fees or other consideration to be paid to Operating Tenant by Lender in connection with such termination. Nothing herein shall preclude Operating Tenant from collecting any such fees or other consideration from Borrower; (i) notwithstanding that Operating Tenant is not a party to all of the Loan Documents, Operating Tenant hereby agrees to materially comply with all hotel and other property related covenants and obligations of Borrower set forth in the Loan Documents; and (j) except as permitted under the Operating Lease, it shall not create, incur, assume or permit to continue in existence and use reasonable efforts to promptly discharge at its expense, any security interests arising by any action or omission by Operating Tenant or its employees, agents or representatives in any Collateral and any additional Collateral purchased by Operating Tenant with its own funds and in accordance with the special purposes entity provisions in the Loan Documents; and (k) that the provisions of the Loan Agreement with respect to insurance requirements and the application of insurance proceeds, condemnation proceeds and condemnation awards, shall govern in the event of any inconsistency between such provisions and the provisions of the Operating Lease. Except as permitted by the Loan Agreement and the 8. Agreement by Borrower. Assumption Agreement, Borrower covenants and agrees with Lender not to (i) assign, sublet, convey, mortgage, pledge, grant easements or otherwise encumber or transfer its interest in the Operating Lease without the prior written consent of Lender and the delivery of a Rating Confirmation if required by Lender, (ii) materially modify or amend, terminate, cancel or surrender the Operating Lease without the prior written consent of Lender and, if required by Lender, the delivery of a Rating Confirmation or (iii) pledge or grant any security interest in its income derived from the operation of the Property to any party other than Borrower. 9. Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (as defined in the Loan Agreement) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days
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after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to Operating Tenant: Chatham San Antonio Leaseco LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 Attn: Jeff Fischer, CEO U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 Re: ML-CFC 2006-4; Loan No. 55023997 LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami, Florida 33139 Attn.: Director of Servicing Re: ML-CFC 2006-4; Loan No. 55023997

If to Lender:

With a copy to:

or addressed as such party may from time to time designate by written notice to the other parties. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. 10. Reporting. Operating Tenant agrees to simultaneously deliver to Lender all budgets, financial statements, reports, notices of default and other material notices and documents which (i) Operating Tenant is required to deliver to Borrower pursuant to the terms of the Operating Lease, and (ii) to the extent prepared by Operating Tenant, Borrower is required to deliver to Lender pursuant to Section 5.1.11 of the Loan Agreement. 11. Consent. Notwithstanding anything in the Operating Lease to the contrary, Operating Tenant agrees that (i) to the extent that (x) the approval or consent of Borrower is required pursuant to the terms of the Operating Lease and (y) the consent of Lender and the delivery of a Rating Confirmation (as defined below) would be required for Borrower to take such action under the Loan Agreement and the other Loan Documents, then Operating Tenant agrees that such approval or consent shall also be conditioned upon the prior written consent of Lender (such consent not to be unreasonably withheld or delayed) and the delivery of a Rating Confirmation, as applicable, and (ii) it shall not unreasonably agree to any action by Borrower which would result in a reduction or adjustment of the Basic Rent, Percentage Rent, Annual Room Revenues Break Point and Additional Charges (as such terms are defined in the Operating Lease). Any of the foregoing activities referred to in this Section 11 and engaged in by Operating Tenant without the prior written consent of Lender (such consent not to be -9MIAMI 2537072.3 7249634763

unreasonably withheld or delayed) or, after the occurrence of a Securitization, delivery of a Rating Confirmation, shall be void and of no force and effect whatsoever. As used in this Agreement, "Rating Confirmation" shall mean each of the Rating Agencies which have assigned ratings to any Securities shall have confirmed in writing that the occurrence of the event with respect to which such Rating Confirmation is sought shall not in itself result in a downgrade, qualification or withdrawal of, the then current ratings assigned to the Securities in connection with a Securitization. In the event that no Securities are outstanding or the Loan is not part of a Securitization, any action that would otherwise require a Rating Confirmation shall require the consent of the Lender. In the event pursuant to the Loan Agreement and the other Loan Documents Lender is required to not unreasonably withhold its consent if such action were to be taken by Borrower under the Loan Agreement and the other Loan Documents, then Lender agrees not to unreasonably withhold its consent hereunder. 12. Notice to Lender. Operating Tenant agrees that it shall deliver to Lender a copy of any written notice of default given by Operating Tenant to Borrower simultaneously with the delivery to Borrower. 13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Lender, Borrower, Operating Tenant and Purchaser and their respective successors and assigns. 14. Governing Law. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State or Municipality where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State or Municipality where the Property is located. 15. Limitation of Liability. The liability of Operating Tenant hereunder shall be limited to its interest in the Property. Notwithstanding the foregoing, if Lender or Purchaser succeeds to the interest of Borrower, as lessor under the Operating Lease, the limitation on liability contained in this Section 16 shall be of no further force or effect and Lender or Purchaser, as the case may be, shall have all of the rights and remedies of lessor under the Operating Lease. 16. Remedies.

(a) Upon the occurrence and during the continuation of any uncured Event of Default (beyond any applicable grace or cure period), subject, however, to the limitations described in Section 3 hereof and the other Loan Documents, Lender may do any lawful act which Lender deems proper to protect its rights hereunder until all indebtedness and sums due under the Loan Documents are paid in full. (b) At any time after the occurrence or during the continuation of an uncured Event of Default (beyond any applicable grace or cure period), should Operating Tenant fail to perform any act as herein provided in the Franchise Agreement or the Collateral, then Lender, but without obligation to do so and without releasing Operating Tenant from any obligation herein, may make or do the same, including, without limitation, appearing in and defending any action purporting to affect the rights or powers of Lender hereunder and performing any obligation of Operating Tenant under any of the Collateral. In exercising any such powers,
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Lender may pay reasonable costs and expenses, engage counsel and incur and pay reasonable attorneys' fees and disbursements and costs and expenses of suit. Borrower or Operating Tenant, as applicable, will pay immediately upon demand all reasonable costs and expenses paid or incurred by Lender hereunder, together with interest thereon at the rate applicable under the Note after default. (c) The acceptance by Lender of this Agreement shall not constitute a satisfaction of any indebtedness, liability or obligation, or any part thereof, now or hereafter owed by Borrower to Lender. Nothing in this Agreement shall be deemed to obligate Lender to undertake or perform any of the terms or conditions of the Collateral, or to enforce compliance therewith, and subject to the limitations contained herein, in the other Loan Documents and the Assumption Agreement, Lender may institute such legal action and otherwise exercise any of its rights and powers under the Loan Documents, in such manner as it may deem advisable at any time it shall deem fit, and for any cause for which the same might have been instituted or done had this Agreement not been made, and that no waiver or condemnation of any breach or default and no waiver of any right of Lender hereunder shall be deemed to constitute a waiver of any other or subsequent breach or default, or to prevent subsequent exercise of any such right or any other similar right. (d) No exercise by Lender of any right or remedy under this Agreement shall cure or waive any default or Event of Default under this Agreement or the Loan Documents or waive or modify any notice of any such default or Event of Default or invalidate any act done pursuant to such notice 17. Cross-Default. Borrower and Operating Tenant acknowledge and agree that any material default under this Agreement shall be deemed to be a default under the Operating Lease and the Loan Documents. 18. Borrower Consent. Borrower has joined herein in connection with Operating Tenant's agreements set forth in this Agreement and to evidence its consent, as landlord under the Operating Lease, to all the agreements of Operating Tenant contained in this Agreement. 19. Miscellaneous. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. [NO FURTHER TEXT ON THIS PAGE]
- 11 MIAMI 2537072.3 7249634763

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first set forth above. OPERATING TENANT: CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: ______________________________ Name: Jeffrey L. Fisher Title: President BORROWER: CHATHAM SAN ANTONIO LLC, a Delaware limited liability company By: ______________________________ Name: Jeffrey L. Fisher Title: President

LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-in-fact By: Larry Golinsky President _______

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STATE OF __________ COUNTY OF ________

) ) ss.: )

On ___________, 2011, before me, __________________, a notary public for said state, personally appeared Jeffrey L. Fisher, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the President of Chatham TRS Holding, Inc., a Florida corporation, the sole member of CHATHAM SAN ANTONIO LEASECO, LLC a Delaware limited liability, in his authorized capacity on behalf of said corporation and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. ___________________________________ Notary:

STATE OF __________ COUNTY OF ________

) ) ss.: )

On ___________, 2011, before me, __________________, a notary public for said state, personally appeared Jeffrey L. Fisher, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the President of CHATHAM SAN ANTONIO, LLC a Delaware limited liability, in his authorized capacity on behalf of said corporation and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. ___________________________________ Notary:

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STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of ______, 2011, by Larry Golinsky, as President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said company as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, on behalf of the trust. He is personally known to me or _____ has produced a driver's license as identification. Notary Public My Commission Expires:

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EXHIBIT A (Description of the Property) TRACT I PARCEL A (FEE SIMPLE): A 0.3626 acre, or 15,796 square feet more or less, tract of land being all of Lot 13 of the San Antonio Drug Company Subdivision recorded in Volume 9530, Page 99 of the Deed and Plat Records of Bexar County, Texas, being the same tract of land described in conveyance to Hotel Partners, L.P. in Volume 5994, Pages 133-138 of the Official Public Records of Real Property of Bexar County, Texas, all being out of the New City Block (N.C.B.) 107 of the City of San Antonio, Bexar County, Texas, said 0.3626 acre tract being more fully described as follows, with the basis of bearings being the plat of said San Antonio Drug Company Subdivision: BEGINNING: At a found concrete nail, the northwest corner of said Lot 13, the southeast corner of the intersection of the south right-of-way line of West Market Street, a 70-foot right-of-way, and the east right-of-way line of South St. Mary's Street, a variable width right-of-way, 70-foot right-of-way at this point; THENCE: S 69 deg. 57 min. 00 sec. E, along and with the south right-of-way line of said West Market Street, the north line of said Lot 13, a distance of 120.16 feet to a found "X" in concrete, the northeast corner of said Lot 13, the northwest corner of Lot 15 of the Westin Riverwalk Subdivision recorded in Volume 9541, Page 35 of the Deed and Plat Records of Bexar County, Texas; THENCE: S 18 deg. 10 min. 31 sec. W, departing the south right-of-way line of said West Market Street, the north line of said Lot 13, along and with the common line of said Lot 13 and Lot 15, at a distance of 109.95 feet passing the southwest corner of said Lot 15, the northwest corner of a remainder portion of Lot 14 of the Westin Riverwalk Subdivision recorded in Volume 9538, Page 224 of the Deed and Plat Records of Bexar County, Texas, and continuing for a total distance of 123.26 feet to a found "X" in concrete, the north line of the San Antonio River, the southeast corner of said Lot 13 an the southwest corner of said remainder portion of Lot 14; THENCE: N 78 deg. 09 min. 25 sec. W, along and with the south line of said Lot 13, the north line of the San Antonio River, a distance of 10.06 feet to a building corner, an angle point of said Lot 13; THENCE: N 86 deg. 19 min. 12 sec. W, continuing along and with the south line of said Lot 13, and the north line of the San Antonio River, a distance of 101.35 feet to a found PK nail, the southwest corner of said Lot 13 and the intersection of the north line of the San Antonio River and the east line of said South St. Mary's Street; THENCE: N 13 deg. 43 min. 32 sec. E, departing the north line of the San Antonio River, along and with the east right-of-way line of said South St. Mary's Street, a distance of 154.14 feet to the POINT OF BEGINNING and containing 0.3626 acres in the City of San Antonio, Bexar County, Texas. Said tract being described in accordance with a survey made on the ground and a map or plat prepared by Pape-Dawson Engineers.
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TRACT I PARCEL B (NON-EXCLUSIVE EASEMENT): Non-Exclusive easements rights granted under that one certain Reciprocal Easement Agreement by and between Silver Rio Limited Partnership and Hotel Partners, L.P. dated December 19, 1997, recorded in Volume 7294, Pages 1223-1238 of the Official Public Records of Real Property of Bexar County, Texas. (Subject to assignment of these rights in the conveying deed or by separate recordable document.) TRACT II PARCEL A (FEE SIMPLE): A 0.4739 acre, or 20,644 square feet more or less, tract of land being all of Lot 30 of the Subdivision Plat of Lot 30 and Lot 31, N.C.B. 986, recorded in Volume 3025, Pages 74-75 of the Deed and Plat Records of Bexar County, Texas, and being the same tract of land described in conveyance to Hotel Partners, LP. in Volume 6634, Pages 629-632 of the Official Public Records of Real Property of Bexar County, Texas, all being out of the New City Block (N.C.B.) 986 of the City of San Antonio, Bexar County, Texas, said 0.4939 acre tract being more fully described as follows, with the basis of bearings being the south line of a 21,350 square feet tract of land described in Volume 9019, pages 1268-1271 of the Official Public Records of Real Property Records: BEGINNING: At a found PK nail, the northeast corner of said Lot 30, the southeast corner of said 21,350 square feet tract of land, on the west right-of-way line of South St. Mary's Street, a variable width right-of-way, 60-foot at this point; THENCE: S 21 deg. 28 min. 00 sec. E, along and with the west right-of-way line of said South St. Mary's Street, at a distance of 121.94 feet passing the corner of a three story parking garage, at a distance of 121.98 feet passing a corner of a building with the address of 425 South St. Mary's Street, and continuing for a total distance of 122.38 feet to a point in said building at 425 South St. Mary's Street, the southeast corner of said Lot 30, the northeast corner of a part of Lot 27 described in Volume 7441, Pages 74-77 of the Official Public Records of Real Property of Bexar County, Texas; THENCE: N 71 deg. 43 min. 25 sec. W, departing the west right-of-way line of said South St. Mary's Street, at a distance of 71.66 feet exit said building at 425 South St. Mary's Street, at a distance of 77.70 feet passing a northwest corner of said part of Lot 27, the northeast corner of Lot 31 of said Subdivision Plat of Lot 30 and Lot 31, continuing for a distance of 245.24 feet (244.86 by plat) to a found 60d nail, the southwest corner of said Lot 30, the northwest corner of said Lot 31, on the east right-of-way line of Jack White Way, a 40-foot right-of-way by record; THENCE: N 01 deg. 56 min. 07 sec. E, along and with the east right-of-way line of said Jack White Way, the west line of said Lot 30, a distance of 97.53 feet to a found 60d for the northwest corner of said Lot 30, the southwest corner of said 21,350 square feet tract of land, from which a found PK nail bears N 01 deg. 56 min. 07 sec. E, a distance of 140.75 feet; THENCE: S 71 deg. 52 min. 26 sec. E, along and with the common line of said Lot 30 and said 21,350 square feet tract of land, a distance of 194.44 feet (914.14 feet by plat) to the POINT OF BEGINNING and containing 0.4739 acres in the City of San Antonio, Bexar County, Texas.
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Said tract being described in accordance with a survey made on the ground and a map or plat prepared by Pape-Dawson Engineers. TRACT II PARCEL B (NON-EXCLUSIVE EASEMENT): Non-Exclusive rights of access reserved by grantor (Hotel Partners, L.P.) over and across Lot 31 (as set out in the first paragraph under Reservations from and Exceptions to Conveyance and Warranty and noted as the "Adjacent Property") in Volume 8213, Page 1180; of the Real Property Records of Bexar County, Texas. As affected by that certain Assignment of Reserved Right of Access dated May 25, 2004, filed for record in the office of the County Clerk of Bexar County, Texas on May 27, 2004, recorded under County Clerk's File No. 20040118936, Official Records of Bexar County, Texas.

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ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (ML-CFC 2006-4; Loan No. 550203997) THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (this "Assignment"), dated as of ___________, 2011, by CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company, having its principal place of business at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Lessee") to U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, having an address Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612; Re: ML-CFC 2006-4; Loan No. 55023997 ("Lender") and is acknowledged and consented to by ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, having an address at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 ("Agent"). RECITALS: A. Lender is the owner and holder of a loan in the original principal amount of $24,200,000.00 made by Merrill Lynch Mortgage Lending, Inc. ("Original Lender") to KPA San Antonio, LLC (formerly known as KPA San Antonio HS LLC) ("Original Borrower") on September 19, 2006 (the "Loan"), pursuant to that certain Loan Agreement dated as of September 19, 2006 between Original Borrower and Original Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Loan Agreement"), which Loan is being assumed by Chatham San Antonio LLC, a Delaware limited liability company ("Borrower"), pursuant to that certain Note Modification and Deed of Trust Assumption Agreement executed contemporaneously herewith between Borrower, Operating Lessee and Lender (the "Assumption Agreement"). B. The Loan is secured by, among other things, the Mortgage (as defined in the Loan Agreement together with all extensions, renewals, modifications, substitutions and amendments thereof, are together referred to herein as the "Security Instrument"), which grants Lender a first lien on the property commonly known as 432 West Market Street, San Antonio, Texas (as more particularly described on Exhibit A attached hereto, the "Property") encumbered thereby and is further evidenced by the Note and the other Loan Documents (as such terms are defined in the Assumption Agreement). C. In connection with Borrower's assumption of the Loan, (i) Borrower shall lease the Property to Operating Lessee pursuant to the terms of that certain lease agreement executed contemporaneously herewith between Borrower and Operating Lessee; and (ii) Operating Lessee shall employ Agent exclusively to manage and operate the Property pursuant to that certain Hotel Management Agreement executed contemporaneously herewith between Operating Lessee and Agent (the "Management Agreement"), and under which Agent is entitled to certain management fees (the "Management Fees"). 1
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D. Lender requires as a condition to its consent to the employment of Agent that Operating Lessee assign the Management Agreement and that Agent subordinate its interest in the Management Fees in lien and payment to the Security Instrument as set forth below. All capitalized terms used herein but not defined shall have the meaning ascribed to them in the Loan Agreement or Assumption Agreement, as applicable. AGREEMENT For good and valuable consideration the parties hereto agree as follows: 1. Assignment of Management Agreement. As additional collateral security for the Loan, Operating Lessee hereby conditionally transfers, sets over and assigns to Lender all of Operating Lessee's right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender's option, upon notice to Operating Lessee and Agent upon the occurrence and during the continuance of an Event of Default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the Loan Documents, including but not limited to escrow agreements, and the failure of Borrower to cure such default within any applicable grace period. 2. Subordination of Management Fees. The Management Fees and all rights and privileges of Agent to the Management Fees are hereby and shall at all times, subject to Section 3 herein, continue to be subject and unconditionally subordinate in all respects in lien and payment to the lien and payment of the Security Instrument, the Loan Agreement, the Note, and other Loan Documents and to any renewals, extensions, modifications, assignments, replacements, or consolidations thereof and the rights, privileges, and powers of Lender thereunder. 3. Termination. At such time as the Loan is paid in full and the Security Instrument is released or assigned of record this Assignment and all of Lender's right, title and interest hereunder with respect to the Management Agreement and the subordination of the Management Fees shall automatically terminate, without the need of any further action by any party to this Assignment. 4. Estoppel. Agent represents and warrants that, to Agent's knowledge, as of the date hereof (a) the Management Agreement is in full force and effect and has not been modified, further amended or assigned as security other than pursuant to this Assignment and the Assumption Agreement, (b) neither Agent nor Operating Lessee is in default under any of the terms, covenants or provisions of the Management Agreement and Agent knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (c) neither Agent nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (d) the Management Fees and all other sums due and payable to date to the Agent under the Management Agreement have been paid in full. 5. Operating Lessee's Covenants. Operating Lessee hereby covenants with Lender that during the term of this Assignment, except as permitted pursuant to the terms of the Loan 2
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Agreement and the Assumption Agreement: (a) Operating Lessee shall not transfer the responsibility for the management of the Property from Agent to any other person or entity; (b) Operating Lessee shall not terminate or amend any of the terms or provisions of the Management Agreement; and (c) Operating Lessee shall, in the manner provided for in this Assignment, give notice to Lender of any notice or information that Operating Lessee receives which indicates that Agent is terminating the Management Agreement or that Agent is otherwise discontinuing its management of the Property. 6. Agreement by Operating Lessee and Agent. Operating Lessee and Agent hereby agree that upon the occurrence of (i) an Event of Default which is continuing under the Note, the Loan Agreement, the Security Instrument or any of the Loan Documents or (ii) any material default by Agent which continues after any applicable notice and cure period under the Management Agreement or (iii) a Bankruptcy Action of Agent (for the purposes of this Assignment, the occurrence of an event described in clauses (i), (ii) or (iii) is herein an "Event of Default") during the term of this Assignment, (a) Agent shall continue to perform all of Agent's obligations under the terms of the Management Agreement with respect to the Property unless the Management Agreement is terminated, and Lender shall agree to compensate Agent for management services provided by Agent accruing after the date that Agent commences to perform such obligations for Lender at the rate set forth in the Management Agreement; provided, however, that Lender shall have no liability for management fees due to Agent which accrued to, and which are payable, by Operating Lessee for the period prior to the time that Agent commences to perform for Lender, or (b) at the option of Lender exercised by written notice to Operating Lessee and Agent, the Management Agreement shall be terminated, upon which, (i) Agent shall deliver to Lender all rents, security deposits, issues, proceeds and profits of the Property collected by Agent, after payment of all costs and expenses of operating the Property (including, without limitation, operating expenses, real estate taxes, insurance premiums and repairs and maintenance) which are then due and payable; (ii) Agent shall not collect or be entitled to any further Management Fee or other fee or commission due under the Management Agreement; and (iii) Agent shall transfer its responsibility for the management of the Property to a new managing agent in accordance with the Loan Agreement and in connection therewith, to use reasonable efforts, at no cost and expense of Agent, to transfer all licenses, permits and the like (including liquor licenses) to the new managing agent and reasonably assist in the transition of employees to the new managing agent, but only to the extent such licenses, permits and the like are under the control of, and issued in the name of, the Agent). Agent and/or Operating Lessee shall be responsible for any accrued employee benefits through the transfer date. Upon the occurrence of an Event of Default beyond any applicable grace period under this Assignment, the Note, the Loan Agreement, the Security Instrument or the other Loan Documents, Operating Lessee and Agent hereby agree that, in the event that Agent exercises its right to terminate the Management Agreement in accordance with the provisions set forth in Section 12.02 of the Management Agreement, Lender shall have the right to require Agent to continue providing management services for up to one hundred eighty (180) days under the same fee structure as was in place immediately prior to the date notice of termination is delivered by Agent. 7. Receipt of Management Fees. Lender, Operating Lessee and Agent hereby agree that Agent shall be entitled to receive any Management Fees or other fee, commission or other amount payable to Agent under the Management Agreement for and during any period of 3
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time until termination of the Management Agreement and (a) Agent shall not be obligated to return or refund to Lender any Management Fee or other fee, commission or other amount already received by Agent prior to such termination and (b) in the event Borrower loses possession of the Property in connection with exercise by Lender of its rights or remedies pursuant to this Assignment, the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, Agent shall be entitled to collect from Borrower or Operating Lessee any Management Fee or other fee, commission or other amount accrued but unpaid prior to such termination. 8. Consent and Agreement by Agent. Agent hereby acknowledges and consents to this Assignment and agrees that Agent will act in conformity with the provisions of this Assignment and Lender's rights hereunder or otherwise related to the Management Agreement. In the event that the responsibility for the management of the Property is transferred from Agent in accordance with the provisions hereof, Agent shall, and hereby agrees to, fully cooperate in transferring its responsibility to a new management company and use reasonable efforts to effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated. Further, Agent hereby agrees (a) not to contest or impede the exercise by Lender of any right it has under or in connection with this Assignment; and (b) that it shall, in the manner provided for in this Assignment, except to the extent that such notice is not required pursuant to the terms of the Loan Agreement or this Assignment, give at least thirty (30) days prior written notice to Lender of its intention to terminate the Management Agreement or otherwise discontinue its management of the Property. 9. Financial Documents and Other Reporting. [Within seven (7) business days after written request by Lender, Agent and/or Operating Lessee shall provide to Lender copies of the financial and other reports set forth in Section 5.03 and Section 5.04 of the Management Agreement. Within seven (7) business days after written request by Lender, Agent and Operating Lessee shall provide Lender with a copy of the quarterly and annual reports delivered by Agent to Operating Lessee as required by Section 5.03(A) of the Management Agreement.] [Under review] 10. Annual Plan. Agent and Operating Lessee acknowledge that Lender shall have all of the same rights of Operating Lessee to review and approve the portion of the Annual Plan (as such term is defined in the Management Agreement) as set forth in Section 3.02 in the Management Agreement that only relates to Annual Budget (as defined in the Loan Agreement) (the "Lender Annual Plan") as set forth in Section 5.1.11(d) of the Loan Agreement. For the avoidance of doubt, the parties hereto agree that the Lender shall have no further rights to approve the Annual Budget, Annual Plan or any other type of financial projections or documentation with respect to the Property other than as set forth in this Section 10 and Section 5.1.11(d) of the Loan Agreement, Agent hereby covenants and agrees to submit copies of the Lender Annual Plan to Lender simultaneously with its delivery of same to Operating Lessee. 11. Covenants of Operating Lessee, Agent and Borrower. Operating Lessee and Agent hereby covenant and agree (i) to promptly deliver to Lender copies of all written notices of default given under the Management Agreement; and (ii) subject to the Assumption Agreement, not to materially amend the Management Agreement without the prior written consent of Lender, such consent not to be unreasonably withheld or delayed. Furthermore, 4
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Borrower, Operating Lessee and Agent agree that Lender may terminate the Management Agreement in accordance with Section 9.4 of the Loan Agreement (i) in the event Borrower or Operating Lessee fails to terminate the Management Agreement after instruction to do so by Lender in accordance with Section 9.4 of the Loan Agreement, (ii) in the event that Operating Lessee has given Agent written notice of an event of default under the Management Agreement beyond applicable cure periods, or (iii) by giving ten (10) business days' notice to Agent upon the Lender (or a successor owner, as the case may be) obtaining (A) in accordance with the Security Instrument, title to the Property (or any portion thereof) whether by foreclosure, deedin-lieu of foreclosure, bankruptcy sale or otherwise, and/or (B) in accordance with the Security Instrument, possession of the Property (or any portion thereof) whether personally or through an agent, a receiver or a trustee. If Lender elects to terminate the Management Agreement in accordance with this Paragraph 11, Borrower, Operating Lessee and Agent understand and agree that Agent shall look solely to Borrower and/or Operating Lessee for any and all fees, charges or other sums payable to Agent under the Management Agreement. If the Management Agreement shall be so terminated by Lender, Agent agrees to cooperate with the Lender in accordance with Section 8 of this Assignment. 12. Lender's Agreement. So long as no Event of Default has occurred beyond any applicable grace period under this Assignment, the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, Lender agrees to permit any sums due to Operating Lessee under the Management Agreement to be paid directly to Operating Lessee. 13. Governing Law. This Assignment shall be governed, construed, applied and enforced in accordance with the laws of the State of New York and the applicable laws of the United States of America. 14. Notices. 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 (a) certified or registered United States mail, postage prepaid, or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section): If to Operating Lessee: Chatham San Antonio Leaseco LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 Attn: Jeff Fischer, CEO U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor 5
MIAMI 2537348.2 7249634763

If to Lender:

Oakland, California 94612 Re: ML-CFC 2006-4; Loan No. 55023997 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami, Florida 33139 Attn.: Director of Servicing Re: ML-CFC 2006-4; Loan No. 55023997 Island Hospitality Management III, Inc. 50 Cocoanut Row, Suite 200 Palm Beach, Florida 33480 Attn: Roger Pollak, Senior Vice President

If to Agent:

A notice shall be deemed to have been given: 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, and in the case of telecopy, upon delivery on a Business Day, with telephonic confirmation thereof. For purposes of this Section 14, the term "Business Day" shall mean a day on which commercial banks are not authorized or required by law to close in New York, New York. Any party by notice to the others may designate additional or different addresses for subsequent notices or communications. 15. No Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Operating Lessee, Lender or Agent, but only by any agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 16. Liability. This Assignment shall be binding upon and inure to the benefit of Operating Lessee, Agent and Lender and their respective successors and assigns forever. 17. Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 18. Headings, etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 19. Duplicate Originals, Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment.

6
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The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. 20. Number and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 21. Miscellaneous. (a) Wherever pursuant to this Assignment (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms arc satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein. (b) Wherever pursuant to this Assignment it is provided that Operating Lessee shall pay any costs and expenses, such costs and expenses shall be reasonable out-of-pocket costs and expenses that shall include, but not be limited to, reasonable legal fees and disbursements of Lender. (c) The liability of Operating Lessee herein shall be limited to the same extent as in Section 9.3 of the Loan Agreement, the terms of which are incorporated herein by this reference. In addition, any and all liability of Agent to Lender pursuant to this Assignment shall be subject to any limitations on Agent's liability as set forth in the Management Agreement. 22. Inconsistencies. In the event of a conflict or inconsistency between the terms of this Assignment and the Loan Documents, the terms of the Loan Documents shall prevail. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

7
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IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date and year first written above. OPERATING LESSEE: CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: _______________________________ Name: Jeffrey L. Fisher Title: President

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

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LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-in-fact By: Larry Golinsky President _______

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

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AGENT: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

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AGREED TO AND ACKNOWLEDGED BY: CHATHAM SAN ANTONIO LLC, a Delaware limited liability company By: _______________________________ Name: Jeffrey L. Fisher Title: President

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EXHIBIT A (Description of the Property) TRACT I PARCEL A (FEE SIMPLE): A 0.3626 acre, or 15,796 square feet more or less, tract of land being all of Lot 13 of the San Antonio Drug Company Subdivision recorded in Volume 9530, Page 99 of the Deed and Plat Records of Bexar County, Texas, being the same tract of land described in conveyance to Hotel Partners, L.P. in Volume 5994, Pages 133-138 of the Official Public Records of Real Property of Bexar County, Texas, all being out of the New City Block (N.C.B.) 107 of the City of San Antonio, Bexar County, Texas, said 0.3626 acre tract being more fully described as follows, with the basis of bearings being the plat of said San Antonio Drug Company Subdivision: BEGINNING: At a found concrete nail, the northwest corner of said Lot 13, the southeast corner of the intersection of the south right-of-way line of West Market Street, a 70-foot right-of-way, and the east right-of-way line of South St. Mary's Street, a variable width right-of-way, 70-foot right-of-way at this point; THENCE: S 69 deg. 57 min. 00 sec. E, along and with the south right-of-way line of said West Market Street, the north line of said Lot 13, a distance of 120.16 feet to a found "X" in concrete, the northeast corner of said Lot 13, the northwest corner of Lot 15 of the Westin Riverwalk Subdivision recorded in Volume 9541, Page 35 of the Deed and Plat Records of Bexar County, Texas; THENCE: S 18 deg. 10 min. 31 sec. W, departing the south right-of-way line of said West Market Street, the north line of said Lot 13, along and with the common line of said Lot 13 and Lot 15, at a distance of 109.95 feet passing the southwest corner of said Lot 15, the northwest corner of a remainder portion of Lot 14 of the Westin Riverwalk Subdivision recorded in Volume 9538, Page 224 of the Deed and Plat Records of Bexar County, Texas, and continuing for a total distance of 123.26 feet to a found "X" in concrete, the north line of the San Antonio River, the southeast corner of said Lot 13 an the southwest corner of said remainder portion of Lot 14; THENCE: N 78 deg. 09 min. 25 sec. W, along and with the south line of said Lot 13, the north line of the San Antonio River, a distance of 10.06 feet to a building corner, an angle point of said Lot 13; THENCE: N 86 deg. 19 min. 12 sec. W, continuing along and with the south line of said Lot 13, and the north line of the San Antonio River, a distance of 101.35 feet to a found PK nail, the southwest corner of said Lot 13 and the intersection of the north line of the San Antonio River and the east line of said South St. Mary's Street; THENCE: N 13 deg. 43 min. 32 sec. E, departing the north line of the San Antonio River, along and with the east right-of-way line of said South St. Mary's Street, a distance of 154.14 feet to the POINT OF BEGINNING and containing 0.3626 acres in the City of San Antonio, Bexar

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County, Texas. Said tract being described in accordance with a survey made on the ground and a map or plat prepared by Pape-Dawson Engineers. TRACT I PARCEL B (NON-EXCLUSIVE EASEMENT): Non-Exclusive easements rights granted under that one certain Reciprocal Easement Agreement by and between Silver Rio Limited Partnership and Hotel Partners, L.P. dated December 19, 1997, recorded in Volume 7294, Pages 1223-1238 of the Official Public Records of Real Property of Bexar County, Texas. (Subject to assignment of these rights in the conveying deed or by separate recordable document.) TRACT II PARCEL A (FEE SIMPLE): A 0.4739 acre, or 20,644 square feet more or less, tract of land being all of Lot 30 of the Subdivision Plat of Lot 30 and Lot 31, N.C.B. 986, recorded in Volume 3025, Pages 74-75 of the Deed and Plat Records of Bexar County, Texas, and being the same tract of land described in conveyance to Hotel Partners, LP. in Volume 6634, Pages 629-632 of the Official Public Records of Real Property of Bexar County, Texas, all being out of the New City Block (N.C.B.) 986 of the City of San Antonio, Bexar County, Texas, said 0.4939 acre tract being more fully described as follows, with the basis of bearings being the south line of a 21,350 square feet tract of land described in Volume 9019, pages 1268-1271 of the Official Public Records of Real Property Records: BEGINNING: At a found PK nail, the northeast corner of said Lot 30, the southeast corner of said 21,350 square feet tract of land, on the west right-of-way line of South St. Mary's Street, a variable width right-of-way, 60-foot at this point; THENCE: S 21 deg. 28 min. 00 sec. E, along and with the west right-of-way line of said South St. Mary's Street, at a distance of 121.94 feet passing the corner of a three story parking garage, at a distance of 121.98 feet passing a corner of a building with the address of 425 South St. Mary's Street, and continuing for a total distance of 122.38 feet to a point in said building at 425 South St. Mary's Street, the southeast corner of said Lot 30, the northeast corner of a part of Lot 27 described in Volume 7441, Pages 74-77 of the Official Public Records of Real Property of Bexar County, Texas; THENCE: N 71 deg. 43 min. 25 sec. W, departing the west right-of-way line of said South St. Mary's Street, at a distance of 71.66 feet exit said building at 425 South St. Mary's Street, at a distance of 77.70 feet passing a northwest corner of said part of Lot 27, the northeast corner of Lot 31 of said Subdivision Plat of Lot 30 and Lot 31, continuing for a distance of 245.24 feet (244.86 by plat) to a found 60d nail, the southwest corner of said Lot 30, the northwest corner of said Lot 31, on the east right-of-way line of Jack White Way, a 40-foot right-of-way by record; THENCE: N 01 deg. 56 min. 07 sec. E, along and with the east right-of-way line of said Jack White Way, the west line of said Lot 30, a distance of 97.53 feet to a found 60d for the northwest corner of said Lot 30, the southwest corner of said 21,350 square feet tract of land, from which a found PK nail bears N 01 deg. 56 min. 07 sec. E, a distance of 140.75 feet;

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THENCE: S 71 deg. 52 min. 26 sec. E, along and with the common line of said Lot 30 and said 21,350 square feet tract of land, a distance of 194.44 feet (914.14 feet by plat) to the POINT OF BEGINNING and containing 0.4739 acres in the City of San Antonio, Bexar County, Texas. Said tract being described in accordance with a survey made on the ground and a map or plat prepared by Pape-Dawson Engineers. TRACT II PARCEL B (NON-EXCLUSIVE EASEMENT): Non-Exclusive rights of access reserved by grantor (Hotel Partners, L.P.) over and across Lot 31 (as set out in the first paragraph under Reservations from and Exceptions to Conveyance and Warranty and noted as the "Adjacent Property") in Volume 8213, Page 1180; of the Real Property Records of Bexar County, Texas. As affected by that certain Assignment of Reserved Right of Access dated May 25, 2004, filed for record in the office of the County Clerk of Bexar County, Texas on May 27, 2004, recorded under County Clerk's File No. 20040118936, Official Records of Bexar County, Texas.

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CERTIFICATE OF INDEPENDENT MANAGER (ML-CFC 2006-4; Loan No. 550203997) In order to induce U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 (Lender) to consent to the sale of that certain property securing a loan (the Loan) originally made by Merrill Lynch Mortgage Lending, Inc. to KPA San Antonio, LLC (formerly known as KPA San Antonio HS LLC), in the original principal amount of $24,200,000.00, now held by Lender to, and the assumption of the Loan by, Chatham San Antonio LLC, a Delaware limited liability company (Borrower), the undersigned, as the Independent Manager and once admitted, a Special Member of Borrower, agree as follows: (a) The undersigned has been appointed as the Independent Manager and will become the Special Member of Borrower upon admission to Borrower as a member pursuant to the terms of the Limited Liability Company Agreement of Borrower (the Borrower LLC Agreement); The undersigned shall serve as the Independent Manager and once admitted, a Special Member of Borrower. The undersigned meets and shall at all times continue to meet all of the qualifications and requirements of an Independent Manager as defined and set forth in the Borrower LLC Agreement; and The undersigned understands that the undersigned shall at all times act as the Independent Manager, and once admitted to Borrower as a member, the Special Member of Borrower with all of the rights, powers, obligations and liabilities of Independent Manager, and once admitted as a member, the Special Member of Borrower under the Borrower LLC Agreement and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same.

(b)

(c)

[SIGNATURE ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Independent Manager as of this ___ day __________, 2011.

Sign Name: Print Name: __________________________ Address: ________________________ ________________________ ________________________ Phone: ________________________ Facsimile: ________________________ E-mail: ________________________

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AMENDMENT TO CASH MANAGEMENT AGREEMENT (ML-CFC 2006-4; Loan No. M550203997) THIS AMENDMENT TO CASH MANAGEMENT AGREEMENT ("Amendment") is made and entered into this __________, 2011, between U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 ("Lender"), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612, Re: ML-CFC 2006-4; Loan No. M550203997, CHATHAM SAN ANTONIO LLC, a Delaware limited liability company ("New Borrower"), having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480, CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480, ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation ("New Manager"), having an address at 50 Cocoanut Way, Suite 200, Palm Beach, Florida 33480 and WELLS FARGO BANK, N.A., a national banking association, having an address at 1901 Harrison Street, 2nd Floor, Oakland, CA 94612 ("Agent"). The term "Lender" as used through this Agreement shall mean and refer to Lender (as defined above) together with its successors and/or assigns. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Cash Management Agreement (as defined below). RECITALS: A. On September 19, 2006, Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), made a loan ("Loan") to KPA San Antonio, LLC (formerly known as KPA San Antonio HS LLC) ("Current Borrower"). B. The Loan is evidenced by that certain Promissory Note dated September 19, 2006, in the principal amount of $24,200,000.00 (the "Note"), executed by Current Borrower in favor of Original Lender and secured by, among other things, Deed of Trust and Security Agreement dated as of September 19, 2006, executed by Current Borrower in favor of Original Lender and recorded in Book 12422 at Page 1680 as Document # 20060237030 in the Public Records of Bexar County, Texas (the "Deed of Trust"), encumbering that certain parcel of real property commonly known as a "Homewood Suites" situated in San Antonio, Texas, as more particularly described therein, together with the buildings, structures and other improvements now or hereafter located thereon (collectively, the "Property") and by other documents and instruments (the Note, the Deed of Trust and such other documents and instruments, as the same may from time to time be amended, consolidated, renewed or replaced, being collectively referred to herein as the "Loan Documents"). C. In connection with that certain order of the Bankruptcy Court confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance satisfactory to Lender in its sole and absolute discretion), New Borrower desires to purchase the Property and to assume Current Borrower's obligations under the Loan Documents (as modified by the Assumption Agreement described below).

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D. In connection with the purchase of the Property, New Borrower desires to lease the Property to New Operating Lessee pursuant to the terms of that certain Lease Agreement between New Borrower and New Operating Lessee dated as of ___________, 2011 (the "Operating Lease"), and New Operating Lessee desires to contract with New Manager to manage the Property. E. As a condition to Lender's consent to the transfer of the Property from Current Borrower to New Borrower, the assumption of the Loan by New Borrower and New Operating Lessee's contracting with New Manager to manage the Property (the "Requested Actions"), in accordance with the terms of a Loan Document Modification and Deed of Trust Assumption Agreement of even date herewith between, among others, Lender, Current Borrower and New Borrower (the "Assumption Agreement"), Lender has required, among other things, that New Borrower enter into this Amendment amending certain terms of that certain Cash Management Agreement dated as of September 19, 2006 (the "Cash Management Agreement") between Original Lender, Current Borrower, PNC Bank National Association, as Agent, KPA Leaseco, Inc., as Operating Lessee ("Current Operating Lessee") and Innkeepers Hospitality Management, Inc., as Manager ("Current Manager"). NOW, THEREFORE, as an inducement to Lender to consent to the Requested Actions and enter into the Assumption Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree to amend the Cash Management Agreement as follows: 1. reference. The above recitals are true, correct and complete and are incorporated herein by

2. The Cash Management Agreement shall be amended to reflect that Chatham San Antonio LLC, a Delaware limited liability company, is the Borrower. New Borrower, by its execution hereof, hereby agrees to be bound by all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Borrower under the Cash Management Agreement arising on and after the date of this Amendment. 3. The Cash Management Agreement shall be amended to reflect that Chatham San Antonio Leaseco LLC, a Delaware limited liability company, is the Operating Lessee. New Operating Lessee, by its execution hereof, hereby agrees to be bound by all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Operating Lessee under the Cash Management Agreement arising on and after the date of this Amendment. 4. New Manager, as defined in the Cash Management Agreement shall be amended to reflect that ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, is the Manager. New Manager, by its execution hereby agrees to comply with all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Manager under the Cash Management Agreement arising on and after the date of this Amendment.

2
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5. The definition of the term "Loan" in the Cash Management Agreement shall hereinafter mean and refer to the Loan as assumed by New Borrower pursuant to the terms of the Assumption Agreement. 6. The definition of the term "Note" shall hereinafter mean and refer to the Note as assumed by New Borrower pursuant to the terms of the Assumption Agreement. 7. The definition of the term "Agent" shall mean Wells Fargo Bank, N.A., or any other bank or banks selected by Lender to maintain the Cash Management Account. 8. The definition of the term "Lockbox Bank" in the Cash Management Agreement shall hereinafter mean and refer to ______________________, or its successors and/or assigns, which Lockbox Bank is an Eligible Institution selected by New Borrower and approved by Lender. 9. The name of the Cash Management Account as defined in Section 2.1(b) of the Cash Management Agreement shall be the "Chatham San Antonio LLC, Cash Management Account fbo U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-4." The Cash Management Account shall be assigned the federal tax identification number of New Borrower, which number is _____________. 10. All notices required to be given under the Cash Management Agreement to the New Borrower and the Lender shall be in writing and shall be sent in accordance with Section 4.6 of the Assumption Agreement. Any notices required to be given under the Cash Management Agreement to the New Manager shall be in writing and shall be sent to the New Manager's address set forth in the first paragraph of this Amendment and shall otherwise be sent in accordance with Section 4.6 of the Assumption Agreement. 11. All references to the term "Loan Documents" used in the Cash Management Agreement shall hereinafter include the Cash Management Agreement, as amended hereby, the Assumption Agreement and all other documents executed in connection therewith (collectively, the "Assumption Documents"). 12. All references to the terms "Cash Management Agreement" or "Agreement" in the Cash Management Agreement (and all Exhibits thereto) or any references to the Cash Management Agreement in any of the other Loan Documents or the Assumption Agreement shall hereinafter mean and refer to the Cash Management Agreement, as amended by the terms of this Amendment. 13. All references to the terms "Borrower" and "Lender" in the Cash Management Agreement shall hereinafter mean and refer to the New Borrower and Lender described in this Amendment. 14. The term "Borrower Collateral" shall be deleted and replaced with the term "Collateral." "Collateral," as such term is defined in Section 1.1 of the Cash Management 3
MIAMI 2570873.1 7249634763

Agreement, shall hereinafter have the meaning set forth in Section 5.1(a) of the Cash Management Agreement. 15. The Payment Direction Letter attached to the Cash Management Agreement as Exhibit A is hereby replaced by the Lessee Payment Direction Letter attached hereto as Exhibit A. 16. Except as modified by this Amendment, the Cash Management Agreement and all terms and conditions thereof, including all Exhibits attached thereto shall remain in full force and effect and are hereby in all respects ratified and confirmed. 17. This Amendment may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of any party hereto, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 18. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States. 19. This Amendment may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4
MIAMI 2570873.1 7249634763

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact By: ______________________________ Larry Golinsky, President

NEW BORROWER: CHATHAM SAN ANTONIO LLC, a Delaware limited liability company By: ____________________________ Name: Jeffrey L. Fisher Title President

NEW OPERATING LESSEE: CHATHAM SAN ANTONIO LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: Name: Jeffrey L. Fisher Title: President

5
MIAMI 2570873.1 7249634763

NEW MANAGER: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

AGENT: WELLS FARGO BANK, N.A.

By: Name: Title:

6
MIAMI 2570873.1 7249634763

EXHIBIT A

MIAMI 2570873.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM SAN ANTONIO LEASECO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

CHATHAM SAN ANTONIO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

4. This FINANCING STATEMENT covers the following collateral:

Palm Beach

FL

33480

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM SAN ANTONIO LEASECO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM SAN ANTONIO LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Chatham San Antonio LLC ("Borrower") of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA San Antonio LLC (formerly known as KPA San Antonio HS LLC) for the benefit of Merrill Lynch Mortgage Lending, Inc., encumbering the Property, recorded September 29, 2006 as Document No. 20060237030 in the Official Public Records of Bexar County, Texas, as assigned to Secured Party. Capitalized terms not otherwise defined below shall have that meaning ascribed to them in that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated _________________, 2011, between Debtor and Borrower. Debtor (also known below as "Operating Tenant") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Secured Party and its successors and assigns all of Debtor's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties related to certain land in Bexar County, Texas, more particularly described in Exhibit A attached hereto and made a part hereof, together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

"Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures. "Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and airconditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators,

cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable. "Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM SAN ANTONIO LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2574572.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM SAN ANTONIO LEASECO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

CHATHAM SAN ANTONIO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

4. This FINANCING STATEMENT covers the following collateral:

Palm Beach

FL

33480

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Bexar County, Texas / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM SAN ANTONIO LEASECO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 OFFICIAL RECORDS OF BEXAR COUNTY, TEXAS Debtor:

CHATHAM SAN ANTONIO LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Chatham San Antonio LLC ("Borrower") of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA San Antonio LLC (formerly known as KPA San Antonio HS LLC) for the benefit of Merrill Lynch Mortgage Lending, Inc., encumbering the Property, recorded September 29, 2006 as Document No. 20060237030 in the Official Public Records of Bexar County, Texas, as assigned to Secured Party. Capitalized terms not otherwise defined below shall have that meaning ascribed to them in that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ________________, 2011, between Debtor and Borrower. Debtor (also known below as "Operating Tenant") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Secured Party and its successors and assigns all of Debtor's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties related to certain land in Bexar County, Texas, more particularly described in Exhibit A attached hereto and made a part hereof, together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

"Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures. "Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and airconditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators,

cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable. "Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable.

EXHIBIT A TO UCC-1 OFFICIAL RECORDS OF BEXAR COUNTY, TEXAS Debtor:

CHATHAM SAN ANTONIO LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2574564.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM SAN ANTONIO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

Wells Fargo Bank, N.A Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor
4. This FINANCING STATEMENT covers the following collateral:

Oakland

CA

94612

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM SAN ANTONIO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM SAN ANTONIO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA San Antonio, LLC (formerly known as KPA San Antonio HS LLC) ("Original Borrower") for the benefit of Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), encumbering the Property, recorded September 29, 2006 as Document No. 20060237030 in the Official Public Records of Bexar County, Texas, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Debtor (also known below as "Borrower") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee for the benefit of Secured Party and its successors and assigns all of Debtor's right, title and interest in and to certain land in Bexar County, Texas, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

(h) Leases and Rents. All leases (including, but not limited to, that certain Operating Lease (the "Operating Lease") dated _____________, 2011, between Borrower as Lessor, and Chatham San Antonio Leaseco LLC, as lessee, subleases or subsubleases, lettings, licenses, concessions or

Together with all of Debtor's rights, title and interest in and to that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ______, 2011, between Chatham San Antonio Leaseco LLC, as lessee, Debtor and Secured Party, and the Operating Lease.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM SAN ANTONIO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2570277.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM SAN ANTONIO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

Wells Fargo Bank, N.A Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor
4. This FINANCING STATEMENT covers the following collateral:

Oakland

CA

94612

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Bexar County, Texas / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM SAN ANTONIO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 OFFICIAL RECORDS OF BEXAR COUNTY, TEXAS Debtor:

CHATHAM SAN ANTONIO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust and Security Agreement dated as of September 19, 2006, given by KPA San Antonio, LLC (formerly known as KPA San Antonio HS LLC) ("Original Borrower") for the benefit of Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), encumbering the Property, recorded September 29, 2006 as Document No. 20060237030 in the Official Public Records of Bexar County, Texas, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Debtor (also known below as "Borrower") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee for the benefit of Secured Party and its successors and assigns all of Debtor's right, title and interest in and to certain land in Bexar County, Texas, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

(h) Leases and Rents. All leases (including, but not limited to, that certain Operating Lease (the "Operating Lease") dated _____________, 2011, between Borrower as Lessor, and Chatham San Antonio Leaseco LLC, as lessee, subleases or subsubleases, lettings, licenses, concessions or

Together with all of Debtor's rights, title and interest in and to that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ______, 2011, between Chatham San Antonio Leaseco LLC, as lessee, Debtor and Secured Party, and the Operating Lease.

EXHIBIT A TO UCC-1 OFFICIAL RECORDS OF BEXAR COUNTY, TEXAS Debtor:

CHATHAM SAN ANTONIO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2570193.1 7249634763

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1a. INITIAL FINANCING STATEMENT FILE # 1b.

20060237032, BOOK 12422, PAGE 1732 RECORDED 09/29/2006 REAL ESTATE RECORDS. 2. TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.
3. 4. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law. ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.
Debtor or Secured Party of record. Check only one of these two boxes. Also check one of the following three boxes and provide appropriate information in items 6 and/or 7. CHANGE name and/or address: Please refer to the detailed instructions in regards to changing the name/address of a party. DELETE name: Give record name to be deleted in item 6a or 6b.

This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the

5. AMENDMENT (PARTY INFORMATION): This Amendment affects

ADD name: Complete item 7a or 7b, and also item 7c; also complete items 7e-7g (if applicable).

6. CURRENT RECORD INFORMATION:

6a. ORGANIZATION'S NAME

OR 6b. INDIVIDUAL'S LAST NAME

KPA SAN ANTONIO HS LLC

FIRST NAME

MIDDLE NAME

SUFFIX

7. CHANGED (NEW) OR ADDED INFORMATION:

7a. ORGANIZATION'S NAME

OR

7b. INDIVIDUAL'S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

7c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

7d. SEE INSTRUCTIONS

ADD'L INFO RE ORGANIZATION DEBTOR

7e. TYPE OF ORGANIZATION

7f. JURISDICTION OF ORGANIZATION

7g. ORGANIZATIONAL ID #, if any NONE

8. AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral deleted or added, or give entire restated collateral description, or describe collateral assigned.

9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendment.
9a. ORGANIZATION'S NAME

OR

9b. INDIVIDUAL'S LAST NAME

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME

MIDDLE NAME

SUFFIX

10. OPTIONAL FILER REFERENCE DATA

Bexar County, TX / Innkeepers / ML-CFC 2006-4 / 72496.34763

FILING OFFICE COPY UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)
CAUCC3PNAT- 10/01/02 C T System Online

Instructions for UCC Financing Statement Amendment (Form UCC3)

Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especially Instruction 1a; correct file number of initial financing statement is crucial. Follow Instructions completely. Fill in form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. Filing office cannot give legal advice. Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use. An Amendment may relate to only one financing statement. Do not enter more than one file number in item 1a. When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item B and, if filing in a filing office that returns an acknowledgment copy furnished by filer, you may also send Acknowledgment Copy, otherwise detach. Always detach Debtor and Secured Party Copies. If you need to use attachments, you are encouraged to use either Amendment Addendum (Form UCC3Ad) or Amendment Additional Party (Form UCC3AP). Always complete items 1a and 9. A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional. B. Complete item B if you want an acknowledgment sent to you. If filing in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. 1a. File number: Enter file number of initial financing statement to which this Amendment relates. Enter only one file number. In some states, the file number is not unique; in those states, also enter in item 1a, after the file number, the date that the initial financing statement was filed. 1b. Only if this Amendment is to be filed or recorded in the real estate records, check box 1b and also, in item 13 of Amendment Addendum, enter Debtors name, in proper format exactly identical to the format of item 1 of financing statement, and name of record owner if Debtor does not have a record interest. Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (in item 5 you must check two boxes) or 8; also complete items 6, 7 and/or 8 as appropriate. Filer may use this Amendment form to simultaneously accomplish both data changes (items 4, 5, and/or 8) and a Continuation (item 3), although in some states filer may have to pay a separate fee for each purpose. 2. To terminate the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 2. See Instruction 9 below. To continue the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 3. See Instruction 9 below. To assign (i) all of assignors interest under the identified financing statement, or (ii) a partial interest in the security interest covered by the identified financing statement, or (iii) assignors full interest in some (but not all) of the collateral covered by the identified financing statement: Check box in item 4 and enter name of assignee in item 7a if assignee is an organization, or in item 7b, formatted as indicated, if assignee is an individual. Complete 7a or 7b, but not both. Also enter assignees address in item 7c. Also enter name of assignor in item 9. If partial Assignment affects only some (but not all) of the collateral covered by the identified financing statement, filer may check appropriate box in item 8 and indicate affected collateral in item 8. 5,6. To delete a party: Check box in item 5 to indicate whether deleting a Debtor or a Secured Party; also check box in item 5 to indicate that this is a deletion of a party; and also enter name (6a or 6b) of deleted party in item 6. 5,7. To add a party: Check box in item 5 to indicate whether adding a Debtor or Secured Party; also check box in item 5 to indicate that this is an addition of a party and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed. To include further additional Debtors or Secured Parties, attach Amendment Additional Party (Form UCC3AP), using correct name format. Note: The preferred method for filing against a new Debtor (an individual or organization not previously of record as a Debtor under this file number) is to file a new Financing Statement (UCC1) and not an Amendment (UCC3). 7d. Reserved for Financing Statement Amendments to be filed in North Dakota or South Dakota only. If this Financing Statement Amendment is to be filed in North Dakota or South Dakota, the Debtors taxpayer identification number (tax ID#) social security number or employer identification number must be placed in this box. 8. Collateral change. To change the collateral covered by the identified financing statement, describe the change in item 8. This may be accomplished either by describing the collateral to be added or deleted, or by setting forth in full the collateral description as it is to be effective after the filing of this Amendment, indicating clearly the method chosen (check the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). A partial release of collateral is a deletion. If, due to a full release of all collateral, filer no longer claims a security interest under the identified financing statement, check box 2 (Termination) and not box 8 (Collateral Change). If a partial assignment consists of the assignment of some (but not all) of the collateral covered by the identified financing statement, filer may indicate the assigned collateral in item 8, check the appropriate box in item 8, and also comply with instruction 4 above. Always enter name of party of record authorizing this Amendment; in most cases, this will be a Secured Party of record. If more than one authorizing Secured Party, give additional name(s), properly formatted, in item 13 of Amendment Addendum (Form UCC3Ad). If the indicated financing statement refers to the parties as lessee and lessor, or consignee and consignor, or seller and buyer, instead of Debtor and Secured Party, references in this Amendment shall be deemed likewise so to refer to the parties. If this is an assignment, enter assignor's name. If this is an Amendment authorized by a Debtor that adds collateral or adds a Debtor, or if this is a Termination authorized by a Debtor, check the box in item 9 and enter the name, properly formatted, of the Debtor authorizing this Amendment, and, if this Amendment or Termination is to be filed or recorded in the real estate records, also enter, in item 13 of Amendment Addendum, name of Secured Party of record.

3.

4.

5,6,7.To change the name of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new name (7a or 7b). If the new name refers to a Debtor complete (7c); also complete 7e-7g if 7a was completed. 5,6,7.To change the address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is an address change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new address (7c) in item 7. 5,6,7.To change the name and address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name/address change; also enter name of affected party (current record name) in items 6a or 6b as appropriate; and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed.
CAUCC3PNAT- 10/01/02 C T System Online

9.

10. This item is optional and is for filer's use only. For filer's convenience of reference, filer may enter in item 10 any identifying information (e.g., Secured Party's loan number, law firm file number, Debtor's name or other identification, state in which form is being filed, etc.) that filer may find useful.

EXHIBIT J-3 DC Assumption Documents

K&E 19239650

After recording, return to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attn: Post-Closing Department (Space Above For Recorder's Use Only)

LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT (ML-CFC 2006-4; Loan No. M550203996) THIS LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT ("Agreement") is executed on _______________, 2011 (the "Effective Date"), and is entered into among U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 ("Lender"), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612, Re: ML-CFC 2006-4; Loan No. M550203996; KPA WASHINGTON DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company ("Current Borrower"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership ("Innkeepers LP"), GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company ("Existing Operating Lessee"), each having an address at Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, FL 33480, CHATHAM WASHINGTON DC LLC, a Delaware limited liability company ("New Borrower"), and CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), each having an address at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Current Borrower, Innkeepers LP and Existing Operating Lessee are hereinafter sometimes collectively referred to as "Current Borrower Parties". New Borrower and New Operating Lessee are hereinafter sometimes collectively referred to as "New Borrower Parties." Current Borrower Parties and New Borrower Parties are hereinafter sometimes collectively referred to as "Borrower Parties". PRELIMINARY STATEMENT A. Innkeepers LP is the current owner of the fee title, and Current Borrower is the current owner of leasehold title, to that certain real property ("Land") and the building and improvements thereon ("Improvements"), commonly known as a "Doubletree Guest Suites,"

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more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the "Project"). B. Lender is the current owner and holder of a loan ("Loan") in the original principal amount of $25,600,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto and any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the "Loan Documents"). The Loan is secured in part by the Project, which Project is described in and encumbered by the "Security Instrument" described on Exhibit B. C. The Project has been leased by Current Borrower to Existing Operating Lessee, pursuant to the terms of an Operating Lease Agreement dated as of May 25, 2004 by and between Innkeepers LP, and KPA Leaseco, Inc., a Virginia corporation, as modified, and through a series of mergers ultimately assigned to Existing Operating Lessee (the "Existing Operating Lease"). D. Events of Default have occurred under the Loan Documents, due to, among other things, Current Borrowers filing with the United States Bankruptcy Court Southern District of New York (the Bankruptcy Court) a voluntary petition for relief on July 19, 2010 (the Bankruptcy Case), under Title 11 of the United States Bankruptcy Code (as amended, the "Bankruptcy Code"). E. In connection with that certain confirmation order of the Bankruptcy Court (the "Bankruptcy Order") confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance reasonably satisfactory to each of Lender and each of the Borrower Parties, in each of their respective reasonable discretions), Current Borrower Parties desire to: (i) sell its fee simple interest in the Project to New Borrower in accordance with the Bankruptcy Order; (ii) terminate the Existing Operating Lease; (iii) terminate the Existing Management Agreement (as defined below); and (iv) terminate the Existing Franchise Agreement (as defined below) (subsections (i) (iv) above, collectively, the "Current Borrower Actions"); and New Borrower Parties desire to: (a) purchase Current Borrower's fee simple interest in the Project; (b) to assume Current Borrower Parties obligations under the Loan Documents as such obligations have been modified in accordance with this Agreement; (c) lease the Project to New Operating Lessee pursuant to that certain Lease Agreement between New Borrower, as lessor, and New Operating Lessee, as lessee, dated as of even date herewith (the "Operating Lease"), as amended from time to time to the extent permitted under the Loan Documents; (d) cause New Operating Lessee to enter into a franchise license agreement with Hilton Hotels Corporation ("Franchisor") for the Project (the "Franchise Agreement"); (e) cause New Operating Lessee to enter into a new management agreement with Island Hospitality Management III, Inc., a Florida corporation ("Project Manager"); (f) amend the Loan Documents as provided herein (subsection (a) (e) above, collectively, the "New Borrower Actions). Current Borrower Actions and New Borrower Actions are hereinafter sometimes collectively referred to as "Requested Actions". F. The Security Instrument requires Lender's consent to the Current Borrower 2

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Actions and the New Borrower Actions. G. The Lender has agreed to consent to Current Borrower Actions and the New Borrower Actions, all on the terms and conditions hereinafter set forth. In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE 1 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS 1.1 Current Borrower Parties Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Current Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows; provided, however, that the following acknowledgments, warranties, representations and agreements shall terminate as of 12:01 am eastern standard time on the Effective Date (the Termination CutOff) and shall not survive beyond the Termination Cut-Off; provided, further, that the Current Borrower Parties shall have no liability for a breach or misrepresentation of the following acknowledgements, warranties, representations and agreements to Lender or the New Borrower Parties from and after the Termination Cut-Off: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of Current Borrower.

(i) Current Borrower. Current Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the District of Columbia, if required. Innkeepers LP is the sole member of Current Borrower. Innkeepers LP, acting alone, without the joinder of any manager of Current Borrower or any other party, has the power and authority to execute this Agreement and the other documents to be executed in connection with the Requested Actions (the "Other Documents") and to duly bind Current Borrower hereunder and thereunder. Upon entry of the Confirmation Order, the execution and delivery of, and performance under, this Agreement and the Other Documents by Current Borrower has been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Current Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Borrower is a party or by which the Project may be bound or affected. (ii) Innkeepers LP. Innkeepers LP is a duly organized, validly existing limited partnership in good standing under the laws of the Commonwealth of Virginia
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and is qualified to transact business in the District of Columbia, if required. Innkeepers Financial Corporation ("IFC") is the sole general partner of Innkeepers LP. Upon entry of the Bankruptcy Order, IFC acting alone, without the joinder of any other partner of Innkeepers LP or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind Innkeepers LP hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by Innkeepers LP on behalf of Current Borrower has been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Innkeepers LP or the certificate of limited partnership, limited partnership agreement or any other organizational document of Innkeepers LP or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Innkeepers LP is a party or by which the Project may be bound or affected. (iii) IFC. IFC is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the District of Columbia, if required. Mark Murphy ("Authorized Officer") is the __________ of IFC. Upon receipt of the Bankruptcy Order, Authorized Officer, acting alone, without the joinder of any other officer or director of IFC or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind IFC hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by IFC, on behalf of Innkeepers LP and Current Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to IFC or the articles of incorporation, bylaws or any other organizational document of IFC or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which IFC is a party or by which the Project may be bound or affected. (c) Compliance with Laws. To Current Borrower's knowledge, and except as would not reasonably be expected to have a material adverse effect on the use and operation of the Project, Current Borrower possesses all licenses, permits and approvals required by any governmental body, each of which is valid and in full force and effect, and no provision, condition or limitation of any of the licenses, permits and approvals required has been materially breached or violated. (d) Leases. There are no tenant leases affecting the Project. The Existing Operating Lease is the only lease affecting the Project and is currently in full force and effect. Existing Operating Lessee is in possession of the leased premises. The Existing Operating Lease will be terminated as of the Effective Date. [The Ground Lease dated as of September 21, 2006, by and between Innkeepers LP, as ground lessor, and Current Borrower, as ground lessee (the "Ground Lease") has been terminated prior to the Effective Date pursuant to the Bankruptcy Order.] (e) Title to Project and Legal Proceedings. Current Borrower was the owner of leasehold title of the Project pursuant to the Ground Lease. Innkeepers LP is the current owner of fee title of the Project. As of the Effective Date, Innkeepers LP has good and marketable title 4

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to the Project subject to those liens that are permitted under the Chatham APA (as defined in the Bankruptcy Order). (f) No Special Taxes. Current Borrower has no knowledge of, nor has received any notice of, any special taxes or assessments relating to the Project or any part thereof or any planned public improvements that may result in a special tax or assessment against the Project. (g) Litigation. Except for all claims or pending motions that have been asserted or filed prior to the date hereof by third parties against the Current Borrower Parties in the Bankruptcy Case, including any adversary proceedings in connection therewith, there is not pending or, to the knowledge of the Current Borrower, threatened, any action, suit, proceeding, claim, investigation, application or complaint (whether or not purportedly on behalf of a Current Borrower) against or affecting Current Borrower which in any way could materially and adversely affect the Project, in law or in equity, or which could affect the validity of this Agreement. (h) Loan Documents. The Loan Documents constitute valid and legally binding obligations of Current Borrower Parties and enforceable against Current Borrower Parties, as applicable, and the Project in accordance with their terms. Each Current Borrower Party , on behalf of itself and its heirs, successors and assigns, remises, releases, acquits, satisfies and forever discharges Lender, Lender's servicers (including, but not limited to Wells Fargo, N.A., as Master Servicer, and LNR Partners, LLC), and any subsidiary, affiliate or parent of Lender or of any of its servicers, and each of the foregoing parties' respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, shareholders, employees, agents, contractors, representatives, participants, heirs, and all of the respective successors and assigns of each of the foregoing (collectively, "Lender Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which each Current Borrower Party now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement relating in any way to (i) the Loan, (ii) the Loan Documents, (iii) the Bankruptcy Case, (iv) the Project and (v) any other agreement or transaction between any Current Borrower Party and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (i) - (iv) above, including without limitation, the Proof of Claim filed by Lender in the Bankruptcy Case. Each Current Borrower Party and Current Indemnitor (as defined on Exhibit B), for itself and its successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action (i) Existing Management Agreement. The Project is currently managed pursuant to the terms of a hotel management agreement dated June 29, 2007 (the "Existing Management Agreement") between Existing Operating Lessee and Island Hospitality 5

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Management, Inc. a Florida corporation. The Existing Management Agreement shall be terminated prior to the Effective Date. All sums due and payable thereunder have been or will be paid in full or will be discharged pursuant to the Bankruptcy Order. (j) Existing Franchise Agreement. That certain Amended and Restated Franchise License Agreement dated June 29, 2007 (the "Existing Franchise Agreement") pursuant to which Existing Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by Doubletree Hotel Systems, Inc. will have been terminated prior to the Effective Date and all sums due thereunder shall have been or will be paid in full as of the Effective Date or will be discharged pursuant to the Bankruptcy Order. (k) Operation of Property. Current Borrower and Existing Operating Lessee affirm that neither has taken any action that has caused a material adverse effect on the Project or the New Borrower Parties' ability to continue to use and operate the Project after the Effective Date in a manner consistent with the use and operations in place at the Project as of the Effective Date. (l) Personal Property. All of the personal property and inventory being conveyed by the Current Borrower and Existing Operating Lessee to New Borrower and New Operating Lessee or its designee are free and clear of all liens, leases and other encumbrances, except for encumbrances disclosed in writing to Lender. 1.2 Acknowledgments, Warranties and Representations of New Borrower. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower acknowledges, warrants, represents and agrees to and with Lender as follows as of the Effective Date: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the District of Columbia, if required. ___________ ("New Borrower Authorized Officer") as the ___________ of New Borrower, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower Authorized Officer on behalf of New Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of incorporation, bylaws or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected.

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(c) Financial Statements. The financial statements and other information (the "Financial Statements") of Chatham Lodging Trust, a real estate investment trust ("Principal"), which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. To the knowledge of Principal, there has not been any material adverse change to the financial condition of Principal between the date of the delivery of the Financial Statements to Lender and the Effective Date. New Borrower agrees to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 5.1.11 of the Loan Agreement. (d) Bankruptcy Proceedings. Neither New Borrower or its member, New Operating Lessee, Project Manager nor any entities which may be owned or controlled directly or indirectly by New Borrower or its member, New Operating Lessee, Project Manager ("Related Entities") has been a party to any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency law or laws providing relief for debtors within seven (7) years prior to the date of this Agreement. (e) New Borrower's Organizational Documents. New Borrower has not transacted any business in New Borrower's name since its formation. New Borrower is and will continue to be in full material compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents. (f) Non-Consolidation Opinion. New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated as of the Effective Date, delivered by New Borrower's counsel, Hunton & Williams, in connection with the Requested Actions (the "Non-Consolidation Opinion"), including but not limited to, any exhibits attached thereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of the Loan Agreement. New Borrower has caused and shall cause each entity other than New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not limited to, any exhibits attached thereto, to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the NonConsolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct. (g) Insurance. To the extent the required insurance under the Operating Lease is insufficient to satisfy the insurance requirements under the Loan Agreement, New Borrower agrees to provide any additional insurance coverage in order to comply with the terms of the Loan Agreement. (h) Assets of New Borrower. As of the Effective Date, the only assets of New Borrower are its interest in the Project, the personal property owned by New Borrower and used in connection with the Project, its interest in New Operating Lessee and cash or cash equivalents. 7

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(i) Cash Management Agreement. New Borrower agrees and acknowledges that (i) the Cash Management Agreement (as defined on Exhibit B) is in full force and effect, (ii) all actions have been taken to open any new accounts required thereunder for New Borrower, and (iii) New Borrower shall execute and deliver, and (if required by Lender) New Borrower shall cause New Operating Lessee and Project Manager to execute and deliver, an Amendment to Cash Management Agreement (the "Amendment to Cash Management Agreement") and shall take all the necessary actions under the Amendment to Cash Management Agreement, including, the opening of the Lockbox Account (as defined in the Cash Management Agreement) and execution by New Borrower, New Operating Lessee and Project Manager and/or its bank of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (j) Deposit Account Control Agreement. [Amendment or New] New Borrower agrees and acknowledges that (i) the Deposit Account Control Agreement is in full force and effect, and (ii) all actions have been taken to open any new accounts required thereunder for New Borrower. New Borrower shall execute and deliver to Lender an Amendment to Deposit Account Control Agreement (the "Amendment to Deposit Account Control Agreement") and shall take all the necessary actions under the Amendment to Deposit Account Control Agreement, including, the opening of the Account (as defined in the Deposit Account Control Agreement) and execution by New Borrower and/or New Operating Lessee of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (k) Property Improvement Plan/Immediate Repairs. In connection with the Franchise Agreement, Franchisor may require certain improvements and repairs to be made to the Project as more particularly set forth in the Property Improvement Plan dated _______________ (the "PIP"), a copy of which is attached hereto as Exhibit D and is made a part hereof. New Borrower shall comply and shall cause New Operating Lessee and Project Manager to comply with the terms and conditions of the PIP, timely complete such improvements and repairs within the time frames set forth in the PIP (or such longer time as Franchisor may agree), and provide written confirmation of such completion to Lender. Failure by New Operating Lessee to timely and materially complete the PIP as required thereunder (as extended by Franchisor), which would allow Franchisor to terminate the Franchise Agreement, shall result in an Event of Default under the Loan Documents (subject to any cure period provided in the Loan Documents or the Franchise Agreement). (l) Liquor License. If applicable, Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to obtain a liquor license for use at the Project. New Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to provide Lender with copies of the application submitted for such liquor license. By its execution of a separate agreement with Lender, New Operating Lessee or Project Manager or its affiliate will, among other things, conditionally assign to Lender, all of New Operating Lessee or Project Manager or its affiliate's right, title and interest in and to any liquor license being obtained by New Operating Lessee or Project Manager or its affiliate for the Project as additional security for the Loan and shall agree to reasonably cooperate with Lender in transferring and relinquishing the liquor license used at the Project to Lender or its designee upon an Event of Default (that is not cured in

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accordance with the Loan Documents) and an exercise of remedies by Lender under the Loan Documents. (m) Loans to Related Entities. There are no loans payable by New Borrower to any officers, directors or shareholders of New Borrower or any other Related Entities or other entities or persons. (n) New Borrower Parties' Interests. Except as provided in this Agreement, neither New Borrower nor any of its officers or directors is obtaining a loan to finance its interest in New Borrower or the Project or pledging its interest in New Borrower to any party. (o) Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that neither to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (EO13224), (ii) whose name appears on the United States Treasury Departments Office of Foreign Assets Control (OFAC) most current list of Specifically Designated Nationals and Blocked Persons (which list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports terrorism, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] [iv] above are herein referred to as a Prohibited Person). New Borrower covenants and agrees that to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be reasonably requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224. (p) Loan Documents. The Loan Documents, from and after the Effective Date, as modified pursuant to this Agreement, are valid and legally binding obligations of New 9

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Borrower, enforceable against New Borrower and the Project in accordance with their terms. Except for the payment of the Principal Paydown (as defined below), this Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. Except for the payment of the Principal Paydown, New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and neither New Borrower nor New Operating Lessee shall impair the perfection or priority of said liens and security interests, which shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the Effective Date, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents. (q) No Default. To New Borrower's actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or an Event of Default by New Borrower under the Loan Documents. (r) Inspections. Other than that certain Property Condition Report for the Project dated _______________, prepared by ________________, under Project _____________, that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, and that certain Survey of the Project dated _____________, prepared by _____________________ under Project No. ______________, New Borrower has not obtained any other written inspection reports relating to the Project. Additionally, New Borrower has not obtained any tenant estoppel certificates from the tenants located at the Project that have not been delivered to Lender. (s) Reaffirmation. To New Borrower's actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the Effective Date; provided, however, to the extent any representation or warranty contained in the Loan Documents conflicts with any representation or warranty contained in this Agreement, then the representation and warranty contained in this Agreement shall control. (t) Additional Financing. New Borrower acknowledges and agrees that, as provided in Section 5.2.7 of the Loan Agreement, neither New Borrower nor any of its Related Entities shall have the right to obtain any mezzanine financing or additional financing other than the Loan in connection with the Project.

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1.3 Acknowledgments, Warranties and Representations of New Operating Lessee. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Operating Lessee acknowledges, warrants, represents and agrees to and with Lender as follows: (a) Authority of New Operating Lessee. New Operating Lessee is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the District of Columbia, if required. ____________ ("New Operating Lessee Authorized Officer") as the ________________ of New Operating Lessee, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Operating Lessee under this Agreement as applicable. The execution and delivery of, and performance under, this Agreement as applicable by New Operating Lessee Authorized Officer on behalf of New Operating Lessee has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Operating Lessee or the articles of incorporation, bylaws or any other organizational document of New Operating Lessee or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Operating Lessee is a party or by which the Project may be bound or affected. (b) Annual Budget. Current Borrower, Existing Operating Lessee or an affiliate thereof has submitted to Lender the Annual Budget (as defined in the Loan Agreement) for the calendar year 2011 attached as Exhibit E, which Annual Budget has been reasonably approved by Lender. New Operating Lessee shall provide Lender with an Annual Budget for each subsequent calendar year in accordance with the Loan Agreement. New Operating Lessee, or Project Manager, as applicable, shall use commercially reasonable efforts to operate the Project in accordance with the approved Annual Budget. 1.4 Acknowledgments, Warranties and Representations of New Borrower Parties. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows: (a) Operating Lease. New Operating Lessee shall lease the Project from New Borrower pursuant to the Operating Lease which agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee covenant and agree: (i) to comply with all material financial and other material terms and conditions of the Operating Lease, (ii) not to amend any material financial or other material term of the Operating Lease that may adversely affect New Borrower without obtaining the prior written consent of Lender, which consent may not be unreasonably withheld or delayed, (iii) not to assign, transfer or pledge (other than to Lender) any of their respective interests in the Operating Lease to any third party, (iv) not to consent or permit the assignment, pledge or other transfer of any right, title or interest in the Operating Lease or shares of New Operating Lessee to any third party, (v) not to sublease, license or otherwise grant any of its right to use any portion of the Project to any third party in violation of the Security Instrument; (vi) to pay to Lender any termination, consent or similar type fee paid or payable to New Borrower (as provided in the Operating Lease) in connection 11

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with any termination of any or part of the Operating Lease (the "Termination Fee") (which fee shall be held by Lender as security for the Loan, provided, however, the Termination Fee paid by New Borrower in accordance with this subsection (vi) shall be paid to Lender in a lump sum or as and when received by New Borrower and shall be credited against the next payment or payments (as applicable) due under the Loan Documents), and (vii) to use commercially reasonable efforts to enforce the terms and conditions of the Operating Lease. New Operating Lessee hereby acknowledges and agrees that if after the Effective Date a default or an Event of Default occurs and is continuing under the Loan Documents, Lender may elect, as one of its remedies under the Loan Documents (but not its exclusive remedy), to terminate the Operating Lease with respect to the Project, and Lender shall not be obligated to pay New Operating Lessee any termination fee or any other consideration (including, without limitation, the provision of another location in which to operate) in connection with Lender's termination of the Operating Lease. To the extent any of the terms and provisions of the Operating Lease conflict with the terms of the Loan Documents (including, without limitation, the required insurance and use of casualty or condemnation provisions), the terms and conditions of the Loan Documents shall prevail. New Operating Lessee shall execute and deliver to Lender the Collateral Assignment (as defined below) in form and content reasonably acceptable to Lender. Any material breach of the provisions of this Section by New Borrower or New Operating Lessee or New Operating Lessee's material default under the terms of the Collateral Assignment shall constitute an Event of Default under the Loan Documents, subject to notice as provided in the Loan Documents. (b) Management of Project. Project Manager shall manage the Project, pursuant to a written property management agreement between New Operating Lessee and Project Manager dated as of the Effective Date (the "New Management Agreement"), which New Management Agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee acknowledge that certain of the fees due under the New Management Agreement, and the material terms and provisions of the New Management Agreement, are subordinate to the Security Instrument. Neither New Borrower nor New Operating Lessee shall terminate, cancel, materially modify or revise, assign, renew or extend the New Management Agreement without Lender's prior written consent; provided, however, that New Operating Lessee shall be permitted to assign the New Management Agreement to an affiliate of Project Manager with Lender's consent, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply and shall cause New Operating Lessee to comply with all material terms and conditions of the New Management Agreement. Contemporaneously with this Agreement, New Operating Lessee has conditionally assigned its interest in the New Management Agreement and other collateral being collaterally assigned to New Borrower, and New Borrower has conditionally assigned its interests to Lender, by that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement (the "Collateral Assignment") as further security for the Loan. Lender recognizes that New Borrower is not a party to the New Management Agreement; however, the parties acknowledge that if New Operating Lessee changes Project Manager without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed in the event that the requested change of Project Manager by New Operating Lessee (and the accompanying assignment of the New Management Agreement) is to an affiliate of Project Manager), it shall constitute an Event of Default under the Loan Documents. The term "Management Agreement" or "management agreement" or such other similar term in the Loan Documents shall hereafter refer to the New 12

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Management Agreement. The term "Manager" or such other similar term in the Loan Documents shall hereafter refer to Project Manager. (c) New Franchise Agreement. The Franchise Agreement dated ____________, between New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender, pursuant to which New Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach, or violation existing thereunder by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower and New Operating Lessee acknowledge and agree that the fees due under the Franchise Agreement, and the terms and provisions of the Franchise Agreement, are subordinate to the Security Instrument. New Operating Lessee shall not terminate, cancel, amend or modify in any material respect, renew or extend the Franchise Agreement, or enter into any agreement relating to the right to operate the hotel located on the Project under a name and/or hotel system controlled by a franchisor other than Franchisor, without the prior express written consent of Lender, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply with, or cause New Operating Lessee to comply with, all material terms and conditions of the Franchise Agreement, including but not limited to the maintenance and operation of the facilities required to serve alcoholic beverages, if any. The term "Franchise Agreement" or such similar term in the Loan Documents shall hereinafter refer to the Franchise Agreement referred to herein. New Borrower shall deliver to Lender an unsigned comfort letter, in a form reasonably approved by Franchisor, from Franchisor in form and content reasonably acceptable to Lender prior to the Effective Date and an original comfort letter (in the form previously approved by Lender) executed by Franchisor within seven (7) business days following the Effective Date. ARTICLE 2 ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions, each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows: 2.1 Assumption of Loan. Except as modified pursuant to this Agreement, New Borrower hereby assumes the indebtedness due under the Note (as modified by the Principal Paydown), the Loan and all of Current Borrower Parties' other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents. 2.2 Indebtedness. Borrower Parties acknowledge and agree that as of __________, 2011 (the "Calculation Date") and prior to taking into account the Principal Paydown and any Cash Collateral Payments (as defined in that certain Stipulation by and between Innkeepers USA Trust, LNR Partners LLC and the Ad Hoc Committee of Preferred Shareholders), the outstanding principal balance of the Loan is $___________ and $___________ of accrued and 13

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unpaid interest calculated at the Note interest rate is due and payable by Current Borrower to the Lender as of the Effective Date. As of the Effective Date, Lender has received $_________________ in Cash Collateral Payments allocable to interest for this Project such that the net amount of all accrued and unpaid interest due to Lender from Current Borrower as of the Effective Date is $_______________ ("Unpaid Interest Amounts"), which Unpaid Interest Amounts shall be paid by Current Borrower on or prior to the Effective Date. As of the Calculation Date, Lender is holding the following escrow and reserve balances (collectively, "Escrow Balances"): (i) a tax escrow balance of $____________; (ii) an insurance escrow balance of $__________; (iii) a replacement reserve escrow balance of $_________; and (iv) a required repair reserve escrow balance of $______________. Further, Borrower Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Current Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents. 2.3 Assumption Fees. Simultaneously with or prior to the execution hereof, New Borrower shall pay to or has paid Lender: (i) an assumption fee equal to $__________, which is 1% of the outstanding principal balance of the Loan as calculated after the Principal Paydown; (ii) a liquidation fee equal to $__________, which is 1% of the Principal Paydown; (iii) an administration fee equal to $125.00; (iv) a flood determination fee equal to $15.00; and (v) an insurance review fee equal to $400.00, each of which New Borrower agrees are fees for new consideration and are not interest charged in connection with the Loan. 2.4 Payment of Transaction Costs and Expenses. New Borrower shall pay at the time of execution of this Agreement by Lender: (a) the reasonable legal fees and disbursements of Lender's counsel, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the transactions contemplated in this Agreement; (b) all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (c) the costs of updating Lender's policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender's option, the cost of obtaining a new Lender's policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement. 2.5 Post Closing Transfer of Licenses. Borrower Parties shall cause all licenses, permits and operating agreements required for the operation of the Project as it is currently being operated (collectively the "Licenses") to be transferred (to the extent the Licenses are transferable) or reissued into the name of New Borrower, New Operating Lessee and/ or Project Manager, as appropriate, within ninety (90) days after the Effective Date. The failure to timely transfer or obtain the Licenses in accordance with this Section 2.5 within ninety (90) days of the Effective Date shall constitute an Event of Default under the Security Instrument, provided however, so long as New Borrower Parties are diligently pursuing the transfer and/or issuance of Licenses and continue to provide Lender with updates of progress of such transfers and/or 14

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issuance, the New Borrower Parties shall have up to an additional ninety (90) days until an Event of Default shall be deemed to have occurred under the Security Instrument. 2.6 Release and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, to the extent arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising prior to the Effective Date. 2.7 Further Assurances. Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement. ARTICLE 3 ADDITIONAL PROVISIONS 3.1 Consent of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower. 3.2 Release of Current Indemnitor and Current Borrower. By its execution hereof, Lender hereby releases (i) Current Indemnitor (as defined in the Joinder by and Agreement of Current Indemnitor attached hereto (the "Current Indemnitor Joinder")) from its obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Effective Date in accordance with and subject to the terms of the Current Indemnitor Joinder and (ii) Current Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date with the exception of any liability of Current Borrower based upon (a) any material misrepresentation or other direct or indirect act or omission caused by the Current Borrower or any of its agents, affiliates, subsidiaries or representatives that would lead to liability under the Loan Documents and/or (b) its obligations under the Environmental Indemnity described on Exhibit B that are directly or indirectly caused, in anyway by Current Borrower or any of its agents, affiliates, subsidiaries or representatives or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Project 15

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prior to the Effective Date, or result from a violation of Environmental Law (as defined in the Environmental Indemnity) prior to the Effective Date. Current Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party. 3.3 UCC Filings. New Borrower hereby grants and confirms unto Lender a first lien priority interest in all of New Borrower's personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code ("UCC"). Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily limited to, the state of organization of New Borrower and in the Records (collectively "Filings") in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties. New Operating Lessee hereby grants Lender the irrevocable power of attorney to file appropriate Filings which grant New Borrower a first lien priority interest in all of New Operating Lessee's Collateral (as defined in the Collateral Assignment), including, without limitation, its personal property, its interest in the Operating Lease, New Management Agreement and Franchise Agreement (to the extent those agreements may be collaterally assigned by their terms) and Hotel Accounts (as defined in the Management Agreement) and all of the fixtures located at the Project. For so long as the Loan, as modified by the Principal Paydown, has not been repaid and remains outstanding, New Borrower and New Operating Lessee hereby grant Lender an irrevocable power of attorney to file any Filings required to perfect Lender or New Borrower's security interests in the collateral described in the Loan Documents and this Agreement without further consent or approval (but with three (3) days prior written notice to New Borrower) of either New Borrower or New Operating Lessee. 3.4 References to Loan Documents and Amendment to Loan Documents. All references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in connection with the Requested Actions, including, but not limited to, the Collateral Assignment. New Borrower and New Operating Lessee hereby acknowledge and agree that a material breach by New Operating Lessee of any covenant, agreement and obligation set forth in the Loan Documents shall constitute an Event of Default under the Loan Documents. 3.5 Amendment to Note. From and after the Effective Date, the Note described on Exhibit B is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.6 Amendment to Security Instrument.

(a) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Borrower" and "Grantor" shall mean and refer to New Borrower. 16

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(b) All references to "Operating Lease" in the Security Agreement shall hereinafter refer to the Operating Lease. (c) Section 1.1(a), Article 18 and all references to "Ground Lease" in the Security Agreement shall be deleted in their entirety. 3.7 Amendment to Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Leases and Rents is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.8 Amendments to Loan Agreement.

(a) From and after the Effective Date, the Loan Agreement is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) follows: (i) All references to Company Agreement shall hereinafter refer to the _____________________. (ii) The definition for "Debt Service Payment Amount" shall be deleted in its entirety and replaced with the following: "Debt Service Payment Amount shall mean, with respect to each Payment Date, a monthly payment in the amount of $_________ (the principal component of which amount is based on a 30 year amortization schedule)." (iii) The definition for "Insolvency Opinion" shall be deleted in its entirety and replaced with the following: "Insolvency Opinion" shall mean that certain nonconsolidation opinion letter dated ____________ delivered by Hunton & Williams LLP in connection with the Loan. (iv) All references to "Operating Lease" shall refer to the Operating Lease. (v) Lessee. (vi) (vii) Manager. (viii) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the following shall replace (d) of the definition of "Permitted Transfers": ""(d) (i) the issuance, grant sale, conveyance, transfer or other disposition of any shares of common stock the REIT and (ii) the issuance, grant, sale, conveyance, 17 "Guarantor" shall hereinafter refer to Chatham Lodging Trust. All references to "Manager" shall hereinafter refer to Project All references to "Operating Lessee" shall refer to New Operating The definitions for the following terms shall be revised and modified as

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transfer or other disposition of the operating partnership units of Chatham Lodging, L.P., a Delaware limited partnership ("Lodging"), provided that at all times one hundred percent (100%) of general partnership interests in Lodging are beneficially owned and controlled by Sponsor." (ix) The following shall be added as a definition in the Loan Agreement: "REIT shall mean Chatham Lodging Trust." (x) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the term "Sponsor" shall hereinafter refer to Chatham Lodging Trust. (c) For so long as New Borrower owns the Property and the REIT Controls New Borrower, Section 2.4 shall be deleted in its entirety. (d) The second sentence of Section 4.1.36 shall be replaced with the following: "Borrower is organized under the laws of the State of Delaware and Operating Lessee is organized under the laws of the State of Delaware. (e) The organizational identification number in Section 5.1.10 shall be replaced with the following: ________________. (f) Section 9.6 is hereby deleted in its entirety.

(g) The reference to CT Corporation System and its address in Section 10.3 are hereby deleted in their entirety and replaced with the following: __________________. (h) The addresses in Section 10.6 are hereby deleted in their entirety and replaced with the applicable addresses in Section 4.6 of this Agreement. (i) attached hereto. (j) attached hereto. (k) Schedule I is hereby deleted in its entirety and replaced with Schedule I Schedule II is hereby deleted in its entirety and replaced with Exhibit C Schedule IV is hereby deleted in its entirety.

(l) The Loan Agreement is hereby amended so that from and after the Effective Date, New Borrower and New Operating Lessee shall be responsible for the covenants, representations and agreements contained therein. 3.9 Paydown on Effective Date. On the Effective Date, New Borrower shall pay to Lender the sum of $5,400,000.00 (the "Principal Paydown") which shall be applied to reduce the principal balance of the Loan and the amount secured by the Security Instrument to $______________. Lender shall waive any Yield Maintenance Premium (as defined in the Loan Agreement), prepayment premium or other similar fee or penalty due in connection with the Principal Paydown. Lender hereby confirms that upon its receipt of the Principal Paydown and the full execution and delivery of this Agreement and all documents executed and/or required in
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connection with the Requested Actions, all accrued late fees and the unpaid accrued interest and default interest shall be waived by Lender. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 No Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law. 4.2 No Waivers. Except as otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any party hereto contrary to the provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such party's rights under this Agreement without invalidating this Agreement. 4.3 Successors or Assigns. Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and inure to the benefit of the heirs, executors, legal representatives, successors, successors-in-title and assigns of the parties, whether so expressed or not. 4.4 Construction of Agreement. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm's length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary acts of Borrower Parties.

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19

4.5 Invalid Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 4.6 Notices. Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses ("Communications") permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above: U.S. Bank National Association, as Trustee c/o Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 Re: ML-CFC 2006-4; Loan No: M550203996 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Servicing Re: ML-CFC 2006-4; Loan No: M550203996 and, if given to Current Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ 20

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Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Borrower, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Operating Lessee, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________

4.7 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located. 4.8 Headings; Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement. 4.9 Modifications. The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, 21

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discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, and except as modified herein, all other provisions of the Loan Documents shall remain in full force and effect. 4.10 Time of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender. 4.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. 4.12 New Indemnitor Joinder. New Indemnitor (as defined in the Joinder By and Agreement of New Indemnitor attached hereto) shall assume the obligations of Current Borrower and/or Current Indemnitor under the Guaranty, Environmental Indemnity and Payment Guaranty pursuant to the Joinder by and Agreement of New Indemnitor attached hereto. 4.13 WAIVER OF TRIAL BY JURY. BORROWER PARTIES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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22

The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact

By: Print Name: ______________, President

Print Name:

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS: )

The foregoing instrument was acknowledged before me this _____ day of __________, 2011, by ______________, President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said limited liability company, as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, on behalf of the said trust. He _____ is personally known to me or _____ has produced a drivers license as identification. _______________________________________ Notary Public, State of Florida [AFFIX NOTARY STAMP ABOVE] Print Name:_____________________________ My Commission Expires:__________________

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: CURRENT BORROWER: KPA WASHINGTON DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company By: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner (SEAL) ____________, ______________

By: Print Name: Print Name:

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, the sole member of KPA WASHINGTON DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company, on behalf of the corporation, the limited partnership and the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: INNKEEPERS LP: INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, on behalf of the corporation and the limited partnership. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: EXISTING OPERATING LESSEE: GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Grand Prix General Lessee, LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER: CHATHAM WASHINGTON DC Delaware limited liability company LLC, a

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM WASHINGTON DC LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW OPERATING LESSEE: CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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EXHIBIT A

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EXHIBIT B LOAN DOCUMENTS 1. Loan Agreement dated as of September 21, 2006 (the "Loan Agreement") entered into by and between KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company ("Current Borrower"), and Merrill Lynch Mortgage Lending, Inc., a Delaware corporation ("Original Lender"), as assigned to Lender. Promissory Note dated September 21, 2006 (the "Note") in the original principal amount of $25,600,000.00 made by Current Borrower in favor of Original Lender, as assigned to Lender. Fee and Leasehold Deed of Trust and Security Agreement dated as of September 21, 2006 (the "Security Instrument") made by Current Borrower to Elizabeth Zajic, as trustee in favor of Original Lender, recorded as Instrument No. 130674 in Land Records of the District of Columbia (the "Records"), as assigned to Lender. Assignment of Leases and Rents (the "Assignment of Leases and Rents") dated as of September 21, 2006, made by Current Borrower in favor of Original Lender, recorded under Instrument No. 130675 of the Records, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, as secured party, filed with the Secretary of State of Delaware as Document Initial Filing No. 6335161 6, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, recorded as Instrument No. 130676 of the Records, as assigned to Lender. Environmental Indemnity Agreement dated as of September 21, 2006, made by Current Borrower in favor of Original Lender (the "Environmental Indemnity"), as assigned to Lender. Guaranty Agreement dated as of September 21, 2006, made by Innkeepers USA Trust in favor of Original Lender (the "Guaranty"), as assumed by Grand Prix Holdings LLC, a Delaware limited liability company ("Current Indemnitor"), as assigned to Lender. Cash Management Agreement dated as of September 21, 2006 (the "Cash Management Agreement"), by and among Current Borrower, Original Lender, PNC Bank National Association, KPA Leaseco, Inc., and Innkeepers Hospitality Management, Inc., a Florida corporation, as assigned to Lender. Deposit Account Control Agreement dated as of November 1, 2006, by and among Current Borrower, Original Lender and Bank of America, N.A. (the "Deposit Account Control Agreement"), as assigned to Lender. Consent Agreement dated as of June 29, 2007, by and among Current Borrower and LaSalle Bank National Association, as Trustee for the registered holders of ML-CFC Commercial

2.

3.

4.

5.

6. 7.

8.

9.

10.

11.

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Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, as Lender ("LaSalle Bank, as Trustee"), as joined by Current Indemnitor, Existing Operating Lessee and Island Hospitality Management, Inc., a Florida corporation ("Existing Project Manager"), as assigned to Lender. 12. Assignment of Management Agreement and Subordination of Management Fees dated as of June 29, 2007, by and among LaSalle Bank, as Trustee, Existing Operating Lessee and Existing Project Manager, as assigned to Lender. Subordination and Attornment Agreement dated as of June 29, 2007, by and between LaSalle Bank, as Trustee and Existing Operating Lessee, as assigned to Lender. Guaranty of Payment and Completion dated as of June 29, 2007, by and between Current Indemnitor and LaSalle Bank, as Trustee (the "Payment Guaranty"), as assigned to Lender.

13. 14.

The documents referred to in item 1-14 and all those certain documents evidencing and securing the Loan are collectively referred to as the "Loan Documents".

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EXHIBIT C INTENTIONALLY DELETED

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EXHIBIT D PROPERTY IMPROVEMENT PLAN

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EXHIBIT D PROPERTY IMPROVEMENT PLAN (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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EXHIBIT E 2011 ANNUAL BUDGET

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EXHIBIT E 2011 ANNUAL BUDGET (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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SCHEDULE I Organizational Chart

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SCHEDULE I Organizational Chart (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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JOINDER BY AND AGREEMENT OF CURRENT INDEMNITOR The undersigned, GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Current Indemnitor"), under the Guaranty and Payment Guaranty (collectively, the "Guaranty") executed in connection with the Loan described in the Loan Document Modification and Deed of Trust Assumption Agreement ("Agreement") to which this Joinder by and Agreement of Current Indemnitor ("Current Indemnitor Joinder") is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following: 1. Defined Terms. All capitalized terms used in this Current Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Reaffirmation of Guaranty. The Guaranty constitutes the valid, legally binding joint and several obligation of Current Indemnitor, enforceable against Current Indemnitor in accordance with their respective terms. By Current Indemnitor's execution hereof, Current Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which Current Indemnitor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty or any of the other Loan Documents. 3. Agreements of Current Indemnitor. Current Indemnitor consents to the execution and delivery of the Agreement by Current Borrower and New Borrower and agrees and acknowledges that, except as set forth in paragraph 5 below, the liability of Current Indemnitor under the Guaranty shall not be diminished in any way by the execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not limited to the Requested Actions. 4. Authority Representations by the Current Indemnitor. The execution and delivery of, and performance under, this Current Indemnitor Joinder, the Guaranty by Current Indemnitor will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Indemnitor is a party or by which the Project may be bound or affected. 5. Release of Current Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Current Indemnitor Joinder, the Security Instrument, or the other Loan Documents, Current Indemnitor's obligations under the Guaranty shall not apply with respect to, and by acceptance of this Current Indemnitor Joinder, Lender agrees that Current Indemnitor is hereby released from any and all of Current Indemnitor's obligations (the "Guaranteed Obligations") under the Guaranty for acts or events occurring or obligations arising after the Effective Date, unless such Guaranteed Obligations are caused by Current Borrower and/or Current Indemnitor and/or any of their agents prior to the Effective Date..

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned Current Indemnitor has executed and delivered this Current Indemnitor Joinder to be effective as of the date of the Agreement. CURRENT INDEMNITOR: GRAND PRIX HOLDINGS LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of Grand Prix Holdings LLC, a Delaware limited liability company, on behalf of said company.

Notary Public, State of My Commission Expires:

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JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, Chatham Lodging Trust ("New Indemnitor"), the Principal referred to in the Agreement to which this Joinder by and Agreement of New Indemnitor (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty, Payment Guaranty and Environmental Indemnity (all as defined in the Agreement) and pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following: 1. Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Benefit to New Indemnitor. New Indemnitor, owning a direct and/or indirect interest in New Borrower as a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions. 3. Assumption by New Indemnitor of Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to New Indemnitor. 4. follows: (a) Amendment to Guaranty. The Guaranty shall be revised and modified as

Section 1.2 shall be deleted in its entirety and replaced with the following:

"1.2 Definition of Guaranteed Obligations. As used herein, the term Guaranteed Obligations means the obligations described in the following subsections 1.2(a), 1.2(b), and 1.2(c), but only to the extent such obligations and violations described herein are directly caused by any action or inaction by Borrower, Operating Lessee or any person that controls Borrower or Operating Tenant (as applicable) (other than Lender, its Affiliates, or any lender to Borrower permitted under the Loan Agreement): (a) the payment obligations or liabilities of Borrower to Lender for actual losses, damages, costs and expenses, liabilities, claims or other obligations actually incurred by Lender (including reasonable attorneys fees and costs reasonably incurred but excluding consequential, special or punitive damages), arising out of or in connection with the following: (i) fraud or intentional misrepresentation by Borrower, Operating Lessee or Guarantor in connection with the Loan;
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(ii)

willful misconduct of Borrower or Operating Lessee;

(iii) damage to the Property as a result of the gross negligence or willful misconduct of Borrower, Operating Lessee or Guarantor; (iv) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity Agreement concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto; (v) the removal or disposal of any material portion of the Property by Borrower or Operating Lessee upon and during the continuance of an Event of Default in violation of the Loan Agreement; (vi) the misappropriation or conversion by Borrower or Operating Lessee of (A) any Insurance Proceeds paid by reason of any Casualty to the Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or (D) any Rents or other amounts which should have been deposited in the Lockbox Account but were diverted therefrom by Borrower, Operating Lessee or Guarantor; (vii) failure of Borrower or Operating Lessee to pay Taxes or other charges which give rise to Liens on the Property except to the extent that Rents were insufficient to pay such Taxes or other charges; (viii) the failure of Borrower or Operating Lessee to obtain Lenders prior written consent to any Indebtedness voluntarily incurred by Borrower or the voluntary grant or creating of any Lien (other than Permitted Encumbrances) encumbering the Property, or the failure of Borrower to obtain Lenders prior written consent to any voluntary Transfer in each case as may be required by the Loan Agreement; and (ix) Borrower, Operating Lessee, Guarantor or any of their respective Affiliates, agents, employees, members, partners, directors or officers, in bad faith, causes any material interference or material resistance (including, without limitation, any action reasonably likely to cause a material delay to Lender) with Lenders exercise of any and all of its rights and remedies under the Loan Documents, at law or in equity (provided that defending any demand for payment solely on the grounds that the demanded amount had already been paid and not returned or otherwise disgorged, shall not trigger liability under this clause (ix)); (b) the entire amount of the Debt in the event of:

(i) Borrower filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law;

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(ii) the filing by any Person other than Lender of an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law in which Borrower or Operating Lessee colludes with such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; (iii) Borrower filing an answer consenting to or joining in any involuntary petition filed against it, by any Person other than Lender under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; (iv) Borrower consenting to or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Property; (v) Borrower making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; and (vi) Borrower materially violating the Single Purpose Entity provisions of their respective organizational documents; (c) any fees associated with any termination fees or any loss sustained by Lender as a result of the termination of the Franchise Agreement as a result of Borrowers failure to comply with the provisions of Section 5.1.24(b) of the Loan Agreement. (b) Section 1.11 is deleted in its entirety and replaced with the following:

"1.11 Borrower. The term Borrower as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization (but excluding the Lender, its Affiliates, any entity owned or controlled by Lender and any lender to Borrower permitted under the Loan Agreement) formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any direct interest in Borrower." (c) Section 3.4 is deleted in its entirety and replaced with the following:

"3.4 Guarantors Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is solvent, and has assets which, fairly valued, exceed its obligations, liabilities (including the amount that can reasonably be expected to become absolute and fixed in respect of contingent liabilities) and debts, and has property and assets sufficient to satisfy and repay its obligations and liabilities."

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(d) The address for Guarantor in Section 5.2 shall be revised to the address in Section 9 below and Lender's address in Section 5.2 shall be revised to the address for Lender in the Agreement. 5. Assumption by New Indemnitor of Payment Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Payment Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Payment Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Payment Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Payment Guaranty is amended to provide that all references to the term "Borrower" used in the Payment Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Payment Guaranty shall mean and refer to New Indemnitor. 6. Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of the Current Borrower's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder, including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements and liabilities of Current Borrower, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued and without regard to the Current Borrower's responsibility therefore, if any. New Indemnitor further agrees to pay, perform, and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower. From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower" used in the Environmental Indemnity shall mean and refer to New Borrower and the term "Guarantor" used in the Environmental Indemnity shall mean and refer to New Indemnitor. 7. Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement. 8. Authority Representations by New Indemnitor. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under New Indemnitor Joinder and the Guaranty, Payment Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor is a party or by which the Project may be bound or affected.

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9. Notices to New Indemnitor. From and after the Effective Date, Lender shall deliver any notices to New Indemnitor which are required to be delivered pursuant to the Guaranty, Payment Guaranty and Environmental Indemnity, or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to New Indemnitor at the following address: ____________________ ____________________ ____________________ Attn: ________________ Facsimile: ____________ All notices to be sent by New Indemnitor to Lender under the Guaranty, Payment Guaranty and Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached. 8. Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement. NEW INDEMNITOR: CHATHAM LODGING TRUST, a real estate investment trust

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) )

ss:

The foregoing instrument was acknowledged before me this _____ day of ________, 2011, by ________________ as __________________ of Chatham Lodging Trust, a real estate investment trust, on behalf of the said trust. He is personally known to me or has produced a drivers license as identification.

NOTARY PUBLIC, STATE OF FLORIDA Print or Stamp Name of Notary My Commission Expires: [AFFIX NOTARY STAMP ABOVE]

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After recording, return to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attn: Post-Closing Department (Space Above For Recorder's Use Only)

LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT (ML-CFC 2006-4; Loan No. M550203996) THIS LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT ("Agreement") is executed on _______________, 2011 (the "Effective Date"), and is entered into among U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 ("Lender"), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612, Re: ML-CFC 2006-4; Loan No. M550203996; KPA WASHINGTON DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company ("Current Borrower"), INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership ("Innkeepers LP"), GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company ("Existing Operating Lessee"), each having an address at Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, FL 33480, CHATHAM WASHINGTON DC LLC, a Delaware limited liability company ("New Borrower"), and CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), each having an address at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Current Borrower, Innkeepers LP and Existing Operating Lessee are hereinafter sometimes collectively referred to as "Current Borrower Parties". New Borrower and New Operating Lessee are hereinafter sometimes collectively referred to as "New Borrower Parties." Current Borrower Parties and New Borrower Parties are hereinafter sometimes collectively referred to as "Borrower Parties". PRELIMINARY STATEMENT A. Innkeepers LP is the current owner of the fee title, and Current Borrower is the current owner of leasehold title, to that certain real property ("Land") and the building and improvements thereon ("Improvements"), commonly known as a "Doubletree Guest Suites,"

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more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the "Project"). B. Lender is the current owner and holder of a loan ("Loan") in the original principal amount of $25,600,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto and any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the "Loan Documents"). The Loan is secured in part by the Project, which Project is described in and encumbered by the "Security Instrument" described on Exhibit B. C. The Project has been leased by Current Borrower to Existing Operating Lessee, pursuant to the terms of an Operating Lease Agreement dated as of May 25, 2004 by and between Innkeepers LP, and KPA Leaseco, Inc., a Virginia corporation, as modified, and through a series of mergers ultimately assigned to Existing Operating Lessee (the "Existing Operating Lease"). D. Events of Default have occurred under the Loan Documents, due to, among other things, Current Borrowers filing with the United States Bankruptcy Court Southern District of New York (the Bankruptcy Court) a voluntary petition for relief on July 19, 2010 (the Bankruptcy Case), under Title 11 of the United States Bankruptcy Code (as amended, the "Bankruptcy Code"). E. In connection with that certain confirmation order of the Bankruptcy Court (the "Bankruptcy Order") confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance reasonably satisfactory to each of Lender and each of the Borrower Parties, in each of their respective reasonable discretions), Current Borrower Parties desire to: (i) sell its fee simple interest in the Project to New Borrower in accordance with the Bankruptcy Order; (ii) terminate the Existing Operating Lease; (iii) terminate the Existing Management Agreement (as defined below); and (iv) terminate the Existing Franchise Agreement (as defined below) (subsections (i) (iv) above, collectively, the "Current Borrower Actions"); and New Borrower Parties desire to: (a) purchase Current Borrower's fee simple interest in the Project; (b) to assume Current Borrower Parties obligations under the Loan Documents as such obligations have been modified in accordance with this Agreement; (c) lease the Project to New Operating Lessee pursuant to that certain Lease Agreement between New Borrower, as lessor, and New Operating Lessee, as lessee, dated as of even date herewith (the "Operating Lease"), as amended from time to time to the extent permitted under the Loan Documents; (d) cause New Operating Lessee to enter into a franchise license agreement with Hilton Hotels Corporation ("Franchisor") for the Project (the "Franchise Agreement"); (e) cause New Operating Lessee to enter into a new management agreement with Island Hospitality Management III, Inc., a Florida corporation ("Project Manager"); (f) amend the Loan Documents as provided herein (subsection (a) (e) above, collectively, the "New Borrower Actions). Current Borrower Actions and New Borrower Actions are hereinafter sometimes collectively referred to as "Requested Actions".

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F. The Security Instrument requires Lender's consent to the Current Borrower Actions and the New Borrower Actions. G. The Lender has agreed to consent to Current Borrower Actions and the New Borrower Actions, all on the terms and conditions hereinafter set forth. In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE 1 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS 1.1 Current Borrower Parties Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Current Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows; provided, however, that the following acknowledgments, warranties, representations and agreements shall terminate as of 12:01 am eastern standard time on the Effective Date (the Termination Cut-Off) and shall not survive beyond the Termination Cut-Off; provided, further, that the Current Borrower Parties shall have no liability for a breach or misrepresentation of the following acknowledgements, warranties, representations and agreements to Lender or the New Borrower Parties from and after the Termination Cut-Off: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of Current Borrower.

(i) Current Borrower. Current Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the District of Columbia, if required. Innkeepers LP is the sole member of Current Borrower. Innkeepers LP, acting alone, without the joinder of any manager of Current Borrower or any other party, has the power and authority to execute this Agreement and
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the other documents to be executed in connection with the Requested Actions (the "Other Documents") and to duly bind Current Borrower hereunder and thereunder. Upon entry of the Confirmation Order, the execution and delivery of, and performance under, this Agreement and the Other Documents by Current Borrower has been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Current Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Borrower is a party or by which the Project may be bound or affected. (ii) Innkeepers LP. Innkeepers LP is a duly organized, validly existing limited partnership in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the District of Columbia, if required. Innkeepers Financial Corporation ("IFC") is the sole general partner of Innkeepers LP. Upon entry of the Bankruptcy Order, IFC acting alone, without the joinder of any other partner of Innkeepers LP or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind Innkeepers LP hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by Innkeepers LP on behalf of Current Borrower has been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Innkeepers LP or the certificate of limited partnership, limited partnership agreement or any other organizational document of Innkeepers LP or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Innkeepers LP is a party or by which the Project may be bound or affected. (iii) IFC. IFC is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the District of Columbia, if required. Mark Murphy ("Authorized Officer") is the __________ of IFC. Upon receipt of the Bankruptcy Order, Authorized Officer, acting alone, without the joinder of any other officer or director of IFC or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind IFC hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by IFC, on behalf of Innkeepers LP and Current Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to IFC or the articles of incorporation, bylaws or any other organizational document of IFC or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which IFC is a party or by which the Project may be bound or affected. (c) Compliance with Laws. To Current Borrower's knowledge, and except as would not reasonably be expected to have a material adverse effect on the use and operation of the Project, Current Borrower possesses all licenses, permits and approvals required by any governmental body, each of which is valid and in full force and effect, and no provision, condition 4

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or limitation of any of the licenses, permits and approvals required has been materially breached or violated. (d) Leases. There are no tenant leases affecting the Project. The Existing Operating Lease is the only lease affecting the Project and is currently in full force and effect. Existing Operating Lessee is in possession of the leased premises. The Existing Operating Lease will be terminated as of the Effective Date. [The Ground Lease dated as of September 21, 2006, by and between Innkeepers LP, as ground lessor, and Current Borrower, as ground lessee (the "Ground Lease") has been terminated prior to the Effective Date pursuant to the Bankruptcy Order.] (e) Title to Project and Legal Proceedings. Current Borrower was the owner of leasehold title of the Project pursuant to the Ground Lease. Innkeepers LP is the current owner of fee title of the Project. As of the Effective Date, Innkeepers LP has good and marketable title to the Project subject to those liens that are permitted under the Chatham APA (as defined in the Bankruptcy Order). (f) No Special Taxes. Current Borrower has no knowledge of, nor has received any notice of, any special taxes or assessments relating to the Project or any part thereof or any planned public improvements that may result in a special tax or assessment against the Project. (g) Litigation. Except for all claims or pending motions that have been asserted or filed prior to the date hereof by third parties against the Current Borrower Parties in the Bankruptcy Case, including any adversary proceedings in connection therewith, there is not pending or, to the knowledge of the Current Borrower, threatened, any action, suit, proceeding, claim, investigation, application or complaint (whether or not purportedly on behalf of a Current Borrower) against or affecting Current Borrower which in any way could materially and adversely affect the Project, in law or in equity, or which could affect the validity of this Agreement. (h) Loan Documents. The Loan Documents constitute valid and legally binding obligations of Current Borrower Parties and enforceable against Current Borrower Parties, as applicable, and the Project in accordance with their terms. Each Current Borrower Party , on behalf of itself and its heirs, successors and assigns, remises, releases, acquits, satisfies and forever discharges Lender, Lender's servicers (including, but not limited to Wells Fargo, N.A., as Master Servicer, and LNR Partners, LLC), and any subsidiary, affiliate or parent of Lender or of any of its servicers, and each of the foregoing parties' respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, shareholders, employees, agents, contractors, representatives, participants, heirs, and all of the respective successors and assigns of each of the foregoing (collectively, "Lender Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which each Current Borrower Party now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement relating in any way to (i) the Loan, (ii) the Loan Documents, (iii) the Bankruptcy Case, (iv) the 5

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Project and (v) any other agreement or transaction between any Current Borrower Party and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (i) - (iv) above, including without limitation, the Proof of Claim filed by Lender in the Bankruptcy Case. Each Current Borrower Party and Current Indemnitor (as defined on Exhibit B), for itself and its successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action (i) Existing Management Agreement. The Project is currently managed pursuant to the terms of a hotel management agreement dated June 29, 2007 (the "Existing Management Agreement") between Existing Operating Lessee and Island Hospitality Management, Inc. a Florida corporation. The Existing Management Agreement shall be terminated prior to the Effective Date. All sums due and payable thereunder have been or will be paid in full or will be discharged pursuant to the Bankruptcy Order. (j) Existing Franchise Agreement. That certain Amended and Restated Franchise License Agreement dated June 29, 2007 (the "Existing Franchise Agreement") pursuant to which Existing Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by Doubletree Hotel Systems, Inc. will have been terminated prior to the Effective Date and all sums due thereunder shall have been or will be paid in full as of the Effective Date or will be discharged pursuant to the Bankruptcy Order. (k) Operation of Property. Current Borrower and Existing Operating Lessee affirm that neither has taken any action that has caused a material adverse effect on the Project or the New Borrower Parties' ability to continue to use and operate the Project after the Effective Date in a manner consistent with the use and operations in place at the Project as of the Effective Date. (l) Personal Property. All of the personal property and inventory being conveyed by the Current Borrower and Existing Operating Lessee to New Borrower and New Operating Lessee or its designee are free and clear of all liens, leases and other encumbrances, except for encumbrances disclosed in writing to Lender. 1.2 Acknowledgments, Warranties and Representations of New Borrower. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower acknowledges, warrants, represents and agrees to and with Lender as follows as of the Effective Date: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. 6

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(b) Authority of New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the District of Columbia, if required. ___________ ("New Borrower Authorized Officer") as the ___________ of New Borrower, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower Authorized Officer on behalf of New Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of incorporation, bylaws or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected. (c) Financial Statements. The financial statements and other information (the "Financial Statements") of Chatham Lodging Trust, a real estate investment trust ("Principal"), which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. To the knowledge of Principal, there has not been any material adverse change to the financial condition of Principal between the date of the delivery of the Financial Statements to Lender and the Effective Date. New Borrower agrees to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 5.1.11 of the Loan Agreement. (d) Bankruptcy Proceedings. Neither New Borrower or its member, New Operating Lessee, Project Manager nor any entities which may be owned or controlled directly or indirectly by New Borrower or its member, New Operating Lessee, Project Manager ("Related Entities") has been a party to any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency law or laws providing relief for debtors within seven (7) years prior to the date of this Agreement. (e) New Borrower's Organizational Documents. New Borrower has not transacted any business in New Borrower's name since its formation. New Borrower is and will continue to be in full material compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents. (f) Non-Consolidation Opinion. New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated as of the Effective Date, delivered by New Borrower's counsel, Hunton & Williams, in connection with the Requested Actions (the "Non-Consolidation Opinion"), including but not limited to, any exhibits attached thereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered in accordance with the terms and conditions of the Loan Agreement. New Borrower has caused and shall cause each entity other than New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not 7

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limited to, any exhibits attached thereto, to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the NonConsolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct. (g) Insurance. To the extent the required insurance under the Operating Lease is insufficient to satisfy the insurance requirements under the Loan Agreement, New Borrower agrees to provide any additional insurance coverage in order to comply with the terms of the Loan Agreement. (h) Assets of New Borrower. As of the Effective Date, the only assets of New Borrower are its interest in the Project, the personal property owned by New Borrower and used in connection with the Project, its interest in New Operating Lessee and cash or cash equivalents. (i) Cash Management Agreement. New Borrower agrees and acknowledges that (i) the Cash Management Agreement (as defined on Exhibit B) is in full force and effect, (ii) all actions have been taken to open any new accounts required thereunder for New Borrower, and (iii) New Borrower shall execute and deliver, and (if required by Lender) New Borrower shall cause New Operating Lessee and Project Manager to execute and deliver, an Amendment to Cash Management Agreement (the "Amendment to Cash Management Agreement") and shall take all the necessary actions under the Amendment to Cash Management Agreement, including, the opening of the Lockbox Account (as defined in the Cash Management Agreement) and execution by New Borrower, New Operating Lessee and Project Manager and/or its bank of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (j) Deposit Account Control Agreement. [Amendment or New] New Borrower agrees and acknowledges that (i) the Deposit Account Control Agreement is in full force and effect, and (ii) all actions have been taken to open any new accounts required thereunder for New Borrower. New Borrower shall execute and deliver to Lender an Amendment to Deposit Account Control Agreement (the "Amendment to Deposit Account Control Agreement") and shall take all the necessary actions under the Amendment to Deposit Account Control Agreement, including, the opening of the Account (as defined in the Deposit Account Control Agreement) and execution by New Borrower and/or New Operating Lessee of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (k) Property Improvement Plan/Immediate Repairs. In connection with the Franchise Agreement, Franchisor may require certain improvements and repairs to be made to the Project as more particularly set forth in the Property Improvement Plan dated _______________ (the "PIP"), a copy of which is attached hereto as Exhibit D and is made a part hereof. New Borrower shall comply and shall cause New Operating Lessee and Project Manager to comply with the terms and conditions of the PIP, timely complete such improvements and repairs within the time frames set forth in the PIP (or such longer time as Franchisor may agree), and provide written confirmation of such completion to Lender. Failure by New Operating Lessee to timely and materially complete the PIP as required thereunder (as extended by Franchisor), which would allow Franchisor to terminate the Franchise Agreement, shall result in an Event of Default under 8

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the Loan Documents (subject to any cure period provided in the Loan Documents or the Franchise Agreement). (l) Liquor License. If applicable, Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to obtain a liquor license for use at the Project. New Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to provide Lender with copies of the application submitted for such liquor license. By its execution of a separate agreement with Lender, New Operating Lessee or Project Manager or its affiliate will, among other things, conditionally assign to Lender, all of New Operating Lessee or Project Manager or its affiliate's right, title and interest in and to any liquor license being obtained by New Operating Lessee or Project Manager or its affiliate for the Project as additional security for the Loan and shall agree to reasonably cooperate with Lender in transferring and relinquishing the liquor license used at the Project to Lender or its designee upon an Event of Default (that is not cured in accordance with the Loan Documents) and an exercise of remedies by Lender under the Loan Documents. (m) Loans to Related Entities. There are no loans payable by New Borrower to any officers, directors or shareholders of New Borrower or any other Related Entities or other entities or persons. (n) New Borrower Parties' Interests. Except as provided in this Agreement, neither New Borrower nor any of its officers or directors is obtaining a loan to finance its interest in New Borrower or the Project or pledging its interest in New Borrower to any party. (o) Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that neither to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (EO13224), (ii) whose name appears on the United States Treasury Departments Office of Foreign Assets Control (OFAC) most current list of Specifically Designated Nationals and Blocked Persons (which list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports terrorism, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] [iv] above are herein referred to as a Prohibited Person). New Borrower covenants and agrees that to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be reasonably requested by Lender in its reasonable discretion, confirming that, based on reasonable 9

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inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224. (p) Loan Documents. The Loan Documents, from and after the Effective Date, as modified pursuant to this Agreement, are valid and legally binding obligations of New Borrower, enforceable against New Borrower and the Project in accordance with their terms. Except for the payment of the Principal Paydown (as defined below), this Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. Except for the payment of the Principal Paydown, New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and neither New Borrower nor New Operating Lessee shall impair the perfection or priority of said liens and security interests, which shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the Effective Date, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents. (q) No Default. To New Borrower's actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or an Event of Default by New Borrower under the Loan Documents. (r) Inspections. Other than that certain Property Condition Report for the Project dated _______________, prepared by ________________, under Project _____________, that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, and that certain Survey of the Project dated _____________, prepared by _____________________ under Project No. ______________, New Borrower has not obtained any other written inspection reports relating to the Project. Additionally, New Borrower has not obtained any tenant estoppel certificates from the tenants located at the Project that have not been delivered to Lender.

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10

(s) Reaffirmation. To New Borrower's actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the Effective Date; provided, however, to the extent any representation or warranty contained in the Loan Documents conflicts with any representation or warranty contained in this Agreement, then the representation and warranty contained in this Agreement shall control. (t) Additional Financing. New Borrower acknowledges and agrees that, as provided in Section 5.2.7 of the Loan Agreement, neither New Borrower nor any of its Related Entities shall have the right to obtain any mezzanine financing or additional financing other than the Loan in connection with the Project. 1.3 Acknowledgments, Warranties and Representations of New Operating Lessee. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Operating Lessee acknowledges, warrants, represents and agrees to and with Lender as follows: (a) Authority of New Operating Lessee. New Operating Lessee is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the District of Columbia, if required. ____________ ("New Operating Lessee Authorized Officer") as the ________________ of New Operating Lessee, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Operating Lessee under this Agreement as applicable. The execution and delivery of, and performance under, this Agreement as applicable by New Operating Lessee Authorized Officer on behalf of New Operating Lessee has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Operating Lessee or the articles of incorporation, bylaws or any other organizational document of New Operating Lessee or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Operating Lessee is a party or by which the Project may be bound or affected. (b) Annual Budget. Current Borrower, Existing Operating Lessee or an affiliate thereof has submitted to Lender the Annual Budget (as defined in the Loan Agreement) for the calendar year 2011 attached as Exhibit E, which Annual Budget has been reasonably approved by Lender. New Operating Lessee shall provide Lender with an Annual Budget for each subsequent calendar year in accordance with the Loan Agreement. New Operating Lessee, or Project Manager, as applicable, shall use commercially reasonable efforts to operate the Project in accordance with the approved Annual Budget.

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1.4 Acknowledgments, Warranties and Representations of New Borrower Parties. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows: (a) Operating Lease. New Operating Lessee shall lease the Project from New Borrower pursuant to the Operating Lease which agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee covenant and agree: (i) to comply with all material financial and other material terms and conditions of the Operating Lease, (ii) not to amend any material financial or other material term of the Operating Lease that may adversely affect New Borrower without obtaining the prior written consent of Lender, which consent may not be unreasonably withheld or delayed, (iii) not to assign, transfer or pledge (other than to Lender) any of their respective interests in the Operating Lease to any third party, (iv) not to consent or permit the assignment, pledge or other transfer of any right, title or interest in the Operating Lease or shares of New Operating Lessee to any third party, (v) not to sublease, license or otherwise grant any of its right to use any portion of the Project to any third party in violation of the Security Instrument; (vi) to pay to Lender any termination, consent or similar type fee paid or payable to New Borrower (as provided in the Operating Lease) in connection with any termination of any or part of the Operating Lease (the "Termination Fee") (which fee shall be held by Lender as security for the Loan, provided, however, the Termination Fee paid by New Borrower in accordance with this subsection (vi) shall be paid to Lender in a lump sum or as and when received by New Borrower and shall be credited against the next payment or payments (as applicable) due under the Loan Documents), and (vii) to use commercially reasonable efforts to enforce the terms and conditions of the Operating Lease. New Operating Lessee hereby acknowledges and agrees that if after the Effective Date a default or an Event of Default occurs and is continuing under the Loan Documents, Lender may elect, as one of its remedies under the Loan Documents (but not its exclusive remedy), to terminate the Operating Lease with respect to the Project, and Lender shall not be obligated to pay New Operating Lessee any termination fee or any other consideration (including, without limitation, the provision of another location in which to operate) in connection with Lender's termination of the Operating Lease. To the extent any of the terms and provisions of the Operating Lease conflict with the terms of the Loan Documents (including, without limitation, the required insurance and use of casualty or condemnation provisions), the terms and conditions of the Loan Documents shall prevail. New Operating Lessee shall execute and deliver to Lender the Collateral Assignment (as defined below) in form and content reasonably acceptable to Lender. Any material breach of the provisions of this Section by New Borrower or New Operating Lessee or New Operating Lessee's material default under the terms of the Collateral Assignment shall constitute an Event of Default under the Loan Documents, subject to notice as provided in the Loan Documents. (b) Management of Project. Project Manager shall manage the Project, pursuant to a written property management agreement between New Operating Lessee and Project Manager dated as of the Effective Date (the "New Management Agreement"), which New Management Agreement has been reasonably approved by Lender. New Borrower and New
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Operating Lessee acknowledge that certain of the fees due under the New Management Agreement, and the material terms and provisions of the New Management Agreement, are subordinate to the Security Instrument. Neither New Borrower nor New Operating Lessee shall terminate, cancel, materially modify or revise, assign, renew or extend the New Management Agreement without Lender's prior written consent; provided, however, that New Operating Lessee shall be permitted to assign the New Management Agreement to an affiliate of Project Manager with Lender's consent, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply and shall cause New Operating Lessee to comply with all material terms and conditions of the New Management Agreement. Contemporaneously with this Agreement, New Operating Lessee has conditionally assigned its interest in the New Management Agreement and other collateral being collaterally assigned to New Borrower, and New Borrower has conditionally assigned its interests to Lender, by that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement (the "Collateral Assignment") as further security for the Loan. Lender recognizes that New Borrower is not a party to the New Management Agreement; however, the parties acknowledge that if New Operating Lessee changes Project Manager without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed in the event that the requested change of Project Manager by New Operating Lessee (and the accompanying assignment of the New Management Agreement) is to an affiliate of Project Manager), it shall constitute an Event of Default under the Loan Documents. The term "Management Agreement" or "management agreement" or such other similar term in the Loan Documents shall hereafter refer to the New Management Agreement. The term "Manager" or such other similar term in the Loan Documents shall hereafter refer to Project Manager. (c) New Franchise Agreement. The Franchise Agreement dated ____________, between New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender, pursuant to which New Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach, or violation existing thereunder by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower and New Operating Lessee acknowledge and agree that the fees due under the Franchise Agreement, and the terms and provisions of the Franchise Agreement, are subordinate to the Security Instrument. New Operating Lessee shall not terminate, cancel, amend or modify in any material respect, renew or extend the Franchise Agreement, or enter into any agreement relating to the right to operate the hotel located on the Project under a name and/or hotel system controlled by a franchisor other than Franchisor, without the prior express written consent of Lender, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply with, or cause New Operating Lessee to comply with, all material terms and conditions of the Franchise Agreement, including but not limited to the maintenance and operation of the facilities required to serve alcoholic beverages, if any. The term "Franchise Agreement" or such similar term in the Loan Documents shall hereinafter refer to the Franchise Agreement referred to herein. New Borrower shall deliver to Lender an unsigned comfort letter, in a form reasonably approved by Franchisor, from Franchisor in form and content reasonably acceptable to Lender prior to the Effective Date and an original comfort letter (in the form previously approved by Lender) executed by Franchisor within seven (7) business days following the Effective Date. 13

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ARTICLE 2 ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions, each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows: 2.1 Assumption of Loan. Except as modified pursuant to this Agreement, New Borrower hereby assumes the indebtedness due under the Note (as modified by the Principal Paydown), the Loan and all of Current Borrower Parties' other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents. Borrower 2.2 Indebtedness. Parties acknowledge and agree that as of __________, 2011 (the "Calculation Date") and prior to taking into account the Principal Paydown and any Cash Collateral Payments (as defined in that certain Stipulation by and between Innkeepers USA Trust, LNR Partners LLC and the Ad Hoc Committee of Preferred Shareholders), the outstanding principal balance of the Loan is $___________ and $___________ of accrued and unpaid interest calculated at the Note interest rate is due and payable by Current Borrower to the Lender as of the Effective Date. As of the Effective Date, Lender has received $_________________ in Cash Collateral Payments allocable to interest for this PropertyProject such that the net amount of all accrued and unpaid interest due to 14

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Lender from Current Borrower as of the Effective Date is $_______________ ("Unpaid Interest Amounts"), which sumUnpaid Interest Amounts shall be paid by Current Borrower on or prior to the Effective Date. As of the Calculation Date, Lender is holding the following escrow and reserve balances (collectively, "Escrow Balances"): (i) a tax escrow balance of $____________; (ii) an insurance escrow balance of $__________; (iii) a replacement reserve escrow balance of $_________; and (iv) a required repair reserve escrow balance of $______________. Further, Borrower Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Current Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents. 2.3 Assumption Fees. Simultaneously with or prior to the execution hereof, New Borrower shall pay to or has paid Lender: (i) an assumption fee equal to $__________, which is 1% of the outstanding principal balance of the Loan as calculated after the Principal Paydown; (ii) a liquidation fee equal to $__________, which is 1% of the Principal Paydown; (iii) an administration fee equal to $125.00; (iv)
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a flood determination fee equal to $15.00; and (v) an insurance review fee equal to $400.00, each of which New Borrower agrees are fees for new consideration and are not interest charged in connection with the Loan. 2.4 Payment of Transaction Costs and Expenses. New Borrower shall pay at the time of execution of this Agreement by Lender: (a) the reasonable legal fees and disbursements of Lender's counsel in connection with this transaction, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the transactions contemplated in this Agreement; (b) fees to financial advisors in connection with this transaction; (c) all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (dc) the costs of updating Lender's policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender's option, the cost of obtaining a new Lender's policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement. 2.5 Post Closing Transfer of Licenses. Borrower Parties shall cause all licenses, permits and operating agreements required for the operation of the Project as it is currently being operated (collectively the "Licenses") to be transferred (to the extent the Licenses are transferable) or reissued into the name of New Borrower, New Operating Lessee and/ or Project Manager, as appropriate, within ninety (90) days after the Effective Date. The failure to timely transfer or obtain the Licenses in
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accordance with this Section 2.5 within ninety (90) days of the Effective Date shall constitute an Event of Default under the Security Instrument, provided however, so long as New Borrower Parties are diligently pursuing the transfer and/or issuance of Licenses and continue to provide Lender with updates of progress of such transfers and/or issuance, the New Borrower Parties shall have up to an additional ninety (90) days until an Event of Default shall be deemed to have occurred under the Security Instrument. 2.6 Release and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, to the extent arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes
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of action arising prior to the Effective Date. 2.7 Further Assurances. Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement. ARTICLE 3 ADDITIONAL PROVISIONS 3.1 Consent of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower. 3.2 Release of Current Indemnitor and Current Borrower. By its execution hereof, Lender hereby releases (i) Current Indemnitor (as defined in the Joinder by and Agreement of Current Indemnitor attached hereto (the "Current Indemnitor Joinder")) from its obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Effective Date in accordance with and subject to the terms of the Current Indemnitor Joinder and (ii) Current Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date 18

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with the exception of any liability of Current Borrower based upon (a) any material misrepresentation or other direct or indirect act or omission caused by the Current Borrower or any of its agents, affiliates, subsidiaries or representatives that would lead to liability under the Loan Documents and/or (b) its obligations under the Environmental Indemnity described on Exhibit B that are directly or indirectly caused, in anyway by Current Borrower or any of its agents, affiliates, subsidiaries or representatives or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Project prior to the Effective Date, or result from a violation of Environmental Law (as defined in the Environmental Indemnity) prior to the Effective Date. Current Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party. New 3.3 UCC Filings. Borrower hereby grants and confirms unto Lender a first lien priority interest in all of New Borrower's personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code ("UCC"). Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily limited to, the state of organization of New Borrower and in the
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Records (collectively "Filings") in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties. New Operating Lessee hereby grants Lender the irrevocable power of attorney to file appropriate Filings which grant New Borrower a first lien priority interest in all of New Operating Lessee's Collateral (as defined in the Collateral Assignment), including, without limitation, its personal property, its interest in the Operating Lease, New Management Agreement and Franchise Agreement (to the extent those agreements may be collaterally assigned by their terms) and Hotel Accounts (as defined in the Management Agreement) and all of the fixtures located at the Project. For so long as the Loan, as modified by the Principal Paydown, has not been repaid and remains outstanding, New Borrower and New Operating Lessee hereby grant Lender an irrevocable power of attorney to file any Filings required to perfect Lender or New Borrower's security interests in the collateral described in the Loan Documents and this Agreement without further consent or approval (but with three (3) days prior written notice to New Borrower) of either New Borrower or New Operating Lessee. 3.4 References to Loan Documents and Amendment to Loan Documents. All references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in
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connection with the Requested Actions, including, but not limited to, the Collateral Assignment. New Borrower and New Operating Lessee hereby acknowledge and agree that a material breach by New Operating Lessee of any covenant, agreement and obligation set forth in the Loan Documents shall constitute an Event of Default under the Loan Documents. 3.5 Amendment to Note. From and after the Effective Date, the Note described on Exhibit B is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.6 Amendment Instrument. to Security

(a) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Borrower" and "Grantor" shall mean and refer to New Borrower. (b) All references to "Operating Lease" in the Security Agreement shall hereinafter refer to the Operating Lease. (c) Section 1.1(a), Article 18 and all references to "Ground Lease" in the Security Agreement shall be deleted in their entirety. 3.7 Amendment to Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Leases and Rents is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. 3.8 Amendments Agreement. to Loan

(a) From and after the Effective Date, the Loan Agreement is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) follows: 21 The definitions for the following terms shall be revised and modified as

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(i) _____________________.

All references to Company Agreement shall hereinafter refer to the

(ii) The definition for "Debt Service Payment Amount" shall be deleted in its entirety and replaced with the following: "Debt Service Payment Amount shall mean, with respect to each Payment Date, a monthly payment in the amount of $_________ (the principal component of which amount is based on a 30 year amortization schedule)." (iii) The definition for "Insolvency Opinion" shall be deleted in its entirety and replaced with the following: "Insolvency Opinion" shall mean that certain nonconsolidation opinion letter dated ____________ delivered by Hunton & Williams LLP in connection with the Loan. (iv) Lease. (v) Lessee. (vi) (vii) Manager. (viii) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the following shall replace (d) of the definition of "Permitted Transfers": ""(d) (i) the issuance, grant sale, conveyance, transfer or other disposition of any shares of common stock the REIT and (ii) the issuance, grant, sale, conveyance, transfer or other disposition of the operating partnership units of Chatham Lodging, L.P., a Delaware limited partnership ("Lodging"), provided that at all times one hundred percent (100%) of general partnership interests in Lodging are beneficially owned and controlled by Sponsor." (ix) The following shall be added as a definition in the Loan Agreement: "REIT shall mean Chatham Lodging Trust." (x) For so long as New Borrower owns the Property, the REIT Controls New Borrower and the Loan remains outstanding, the term "Sponsor" shall hereinafter refer to Chatham Lodging Trust. (c) For so long as New Borrower owns the Property and the REIT Controls New Borrower, Section 2.4 shall be deleted in its entirety. (d) The second sentence of Section 4.1.36 shall be replaced with the following: "Borrower is organized under the laws of the State of Delaware and Operating Lessee is organized under the laws of the State of Delaware. 22 "Guarantor" shall hereinafter refer to Chatham Lodging Trust. All references to "Manager" shall hereinafter refer to Project All references to "Operating Lessee" shall refer to New Operating All references to "Operating Lease" shall refer to the Operating

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(e) The organizational identification number in Section 5.1.10 shall be replaced with the following: ________________. (f) Section 9.6 is hereby deleted in its entirety.

(g) The reference to CT Corporation System and its address in Section 10.3 are hereby deleted in their entirety and replaced with the following: __________________. (h) The addresses in Section 10.6 are hereby deleted in their entirety and replaced with the applicable addresses in Section 4.6 of this Agreement. (i) attached hereto. (j) attached hereto. (k) Schedule I is hereby deleted in its entirety and replaced with Schedule I Schedule II is hereby deleted in its entirety and replaced with Exhibit C Schedule IV is hereby deleted in its entirety.

(l) The Loan Agreement is hereby amended so that from and after the Effective Date, New Borrower and New Operating Lessee shall be responsible for the covenants, representations and agreements contained therein. 3.9 Paydown on Effective Date. On the Effective Date, New Borrower shall pay to Lender the sum of $5,400,000.00 (the "Principal Paydown") which shall be applied to reduce the principal balance of the Loan and the amount secured by the Security Instrument to $______________. Lender shall waive any Yield Maintenance Premium (as defined in the Loan Agreement), prepayment premium or other similar fee or penalty due in connection with the Principal Paydown. Lender hereby confirms that upon its receipt of the Principal Paydown and the full execution and delivery of this Agreement and all documents executed and/or required in connection with the Requested Actions, all accrued late fees and the unpaid accrued interest and default interest shall be waived by Lender. ARTICLE 4 23

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MISCELLANEOUS PROVISIONS 4.1 No Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law. Except as 4.2 No Waivers. otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any party hereto contrary to the provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such party's rights under this Agreement without invalidating this Agreement. 4.3 Successors or Assigns. Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and inure to the 24

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benefit of the heirs, executors, legal representatives, successors, successorsin-title and assigns of the parties, whether so expressed or not. 4.4 Construction of Agreement. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm's length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary acts of Borrower Parties. 4.5 Invalid Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related
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transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 4.6 Notices. Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses ("Communications") permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any
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Communication, if given to Lender, must be addressed as follows, subject to change as provided above: U.S. Bank National Association, as Trustee c/o Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 Re: ML-CFC 2006-4; Loan No: M550203996 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Servicing Re: ML-CFC 2006-4; Loan No: M550203996 and, if given to Current Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Borrower, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to:

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_____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Operating Lessee, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ 4.7 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located. 4.8 Headings; Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement. 4.9 Modifications. The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, and except as modified herein, all other provisions of the Loan

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Documents shall remain in full force and effect. 4.10 Time of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender. 4.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. 4.12 New Indemnitor Joinder. New Indemnitor (as defined in the Joinder By and Agreement of New Indemnitor attached hereto) shall assume the obligations of Current Borrower and/or Current Indemnitor under the Guaranty, Environmental Indemnity and Payment Guaranty pursuant to the Joinder by and Agreement of New Indemnitor attached hereto. 4.13 WAIVER OF TRIAL BY JURY. BORROWER PARTIES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE 29

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NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact

By: Print Name: ______________, President

Print Name:

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS: )

The foregoing instrument was acknowledged before me this _____ day of __________, 2011, by ______________, President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said limited liability company, as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, on behalf of the said trust. He _____ is personally known to me or _____ has produced a drivers license as identification. _______________________________________ Notary Public, State of Florida [AFFIX NOTARY STAMP ABOVE] Print Name:_____________________________ My Commission Expires:__________________

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: CURRENT BORROWER: KPA WASHINGTON DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company By: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner (SEAL) ____________, ______________

By: Print Name: Print Name:

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, the sole member of KPA WASHINGTON DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company, on behalf of the corporation, the limited partnership and the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: INNKEEPERS LP: INNKEEPERS USA LIMITED PARTNERSHIP, a Virginia limited partnership By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, on behalf of the corporation and the limited partnership. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: EXISTING OPERATING LESSEE: GRAND PRIX GENERAL LESSEE, LLC, a Delaware limited liability company By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Grand Prix General Lessee, LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER: CHATHAM WASHINGTON DC Delaware limited liability company LLC, a

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM WASHINGTON DC LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW OPERATING LESSEE: CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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EXHIBIT A

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EXHIBIT B LOAN DOCUMENTS 1. Loan Agreement dated as of September 21, 2006 (the "Loan Agreement") entered into by and between KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC), a Delaware limited liability company ("Current Borrower"), and Merrill Lynch Mortgage Lending, Inc., a Delaware corporation ("Original Lender"), as assigned to Lender. Promissory Note dated September 21, 2006 (the "Note") in the original principal amount of $25,600,000.00 made by Current Borrower in favor of Original Lender, as assigned to Lender. Fee and Leasehold Deed of Trust and Security Agreement dated as of September 21, 2006 (the "Security Instrument") made by Current Borrower to Elizabeth Zajic, as trustee in favor of Original Lender, recorded as Instrument No. 130674 in Land Records of the District of Columbia (the "Records"), as assigned to Lender. Assignment of Leases and Rents (the "Assignment of Leases and Rents") dated as of September 21, 2006, made by Current Borrower in favor of Original Lender, recorded under Instrument No. 130675 of the Records, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, as secured party, filed with the Secretary of State of Delaware as Document Initial Filing No. 6335161 6, as assigned to Lender. UCC-1 Financing Statement, by Current Borrower, as debtor, in favor of Original Lender, recorded as Instrument No. 130676 of the Records, as assigned to Lender. Environmental Indemnity Agreement dated as of September 21, 2006, made by Current Borrower in favor of Original Lender (the "Environmental Indemnity"), as assigned to Lender. Guaranty Agreement dated as of September 21, 2006, made by Innkeepers USA Trust in favor of Original Lender (the "Guaranty"), as assumed by Grand Prix Holdings LLC, a Delaware limited liability company ("Current Indemnitor"), as assigned to Lender. Cash Management Agreement dated as of September 21, 2006 (the "Cash Management Agreement"), by and among Current Borrower, Original Lender, PNC Bank National Association, KPA Leaseco, Inc., and Innkeepers Hospitality Management, Inc., a Florida corporation, as assigned to Lender. Deposit Account Control Agreement dated as of November 1, 2006, by and among Current Borrower, Original Lender and Bank of America, N.A. (the "Deposit Account Control Agreement"), as assigned to Lender. Consent Agreement dated as of June 29, 2007, by and among Current Borrower and LaSalle Bank National Association, as Trustee for the registered holders of ML-CFC Commercial

2.

3.

4.

5.

6. 7.

8.

9.

10.

11.

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Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4, as Lender ("LaSalle Bank, as Trustee"), as joined by Current Indemnitor, Existing Operating Lessee and Island Hospitality Management, Inc., a Florida corporation ("Existing Project Manager"), as assigned to Lender. 12. Assignment of Management Agreement and Subordination of Management Fees dated as of June 29, 2007, by and among LaSalle Bank, as Trustee, Existing Operating Lessee and Existing Project Manager, as assigned to Lender. Subordination and Attornment Agreement dated as of June 29, 2007, by and between LaSalle Bank, as Trustee and Existing Operating Lessee, as assigned to Lender. Guaranty of Payment and Completion dated as of June 29, 2007, by and between Current Indemnitor and LaSalle Bank, as Trustee (the "Payment Guaranty"), as assigned to Lender.

13. 14.

The documents referred to in item 1-14 and all those certain documents evidencing and securing the Loan are collectively referred to as the "Loan Documents".

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EXHIBIT C INTENTIONALLY DELETED

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EXHIBIT D PROPERTY IMPROVEMENT PLAN

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EXHIBIT D PROPERTY IMPROVEMENT PLAN (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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EXHIBIT E 2011 ANNUAL BUDGET

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EXHIBIT E 2011 ANNUAL BUDGET (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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SCHEDULE I Organizational Chart

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SCHEDULE I Organizational Chart (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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JOINDER BY AND AGREEMENT OF CURRENT INDEMNITOR The undersigned, GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Current Indemnitor"), under the Guaranty and Payment Guaranty (collectively, the "Guaranty") executed in connection with the Loan described in the Loan Document Modification and Deed of Trust Assumption Agreement ("Agreement") to which this Joinder by and Agreement of Current Indemnitor ("Current Indemnitor Joinder") is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following: 1. Defined Terms. All capitalized terms used in this Current Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Reaffirmation of Guaranty. The Guaranty constitutes the valid, legally binding joint and several obligation of Current Indemnitor, enforceable against Current Indemnitor in accordance with their respective terms. By Current Indemnitor's execution hereof, Current Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which Current Indemnitor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty or any of the other Loan Documents. 3. Agreements of Current Indemnitor. Current Indemnitor consents to the execution and delivery of the Agreement by Current Borrower and New Borrower and agrees and acknowledges that, except as set forth in paragraph 5 below, the liability of Current Indemnitor under the Guaranty shall not be diminished in any way by the execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not limited to the Requested Actions. 4. Authority Representations by the Current Indemnitor. The execution and delivery of, and performance under, this Current Indemnitor Joinder, the Guaranty by Current Indemnitor will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Indemnitor is a party or by which the Project may be bound or affected. 5. Release of Current Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Current Indemnitor Joinder, the Security Instrument, or the other Loan Documents, Current Indemnitor's obligations under the Guaranty shall not apply with respect to, and by acceptance of this Current Indemnitor Joinder, Lender agrees that Current Indemnitor is hereby released from any and all of Current Indemnitor's obligations (the "Guaranteed Obligations") under the Guaranty for acts or events occurring or obligations arising after the Effective Date, unless such Guaranteed Obligations are caused by Current Borrower and/or Current Indemnitor and/or any of their agents prior to the Effective Date..

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned Current Indemnitor has executed and delivered this Current Indemnitor Joinder to be effective as of the date of the Agreement. CURRENT INDEMNITOR: GRAND PRIX HOLDINGS LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of Grand Prix Holdings LLC, a Delaware limited liability company, on behalf of said company.

Notary Public, State of My Commission Expires:

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JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, Chatham Lodging Trust ("New Indemnitor"), the Principal referred to in the Agreement to which this Joinder by and Agreement of New Indemnitor (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty, Payment Guaranty and Environmental Indemnity (all as defined in the Agreement) and pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following: 1. Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Benefit to New Indemnitor. New Indemnitor, owning a direct and/or indirect interest in New Borrower as a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions. 3. Assumption by New Indemnitor of Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to New Indemnitor. 4. revised and modified as follows: (a) Amendment to Guaranty. The Guaranty shall be

Section 1.2 shall be deleted in its entirety and replaced with the following:

"1.2 Definition of Guaranteed Obligations. As used herein, the term Guaranteed Obligations means the obligations described in the following subsections 1.2(a), 1.2(b), and 1.2(c), but only to the extent such obligations and violations described herein are directly caused by any action or inaction by Borrower, Operating Lessee or any person that controls Borrower or Operating Tenant (as applicable) (other than Lender, its Affiliates, or any lender to Borrower permitted under the Loan Agreement): (a) the payment obligations or liabilities of Borrower to Lender for actual losses, damages, costs and expenses, liabilities, claims or other obligations actually incurred by Lender (including reasonable attorneys fees and costs reasonably incurred but excluding consequential, special or punitive damages), arising out of or in connection with the following:

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(i) fraud or intentional misrepresentation by Borrower, Operating Lessee or Guarantor in connection with the Loan; (ii) willful misconduct of Borrower or Operating Lessee;

(iii) damage to the Property as a result of the gross negligence or willful misconduct of Borrower, Operating Lessee or Guarantor; (iv) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity Agreement concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto; (v) the removal or disposal of any material portion of the Property by Borrower or Operating Lessee upon and during the continuance of an Event of Default in violation of the Loan Agreement; (vi) the misappropriation or conversion by Borrower or Operating Lessee of (A) any Insurance Proceeds paid by reason of any Casualty to the Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property, (C) any Rents following an Event of Default, or (D) any Rents or other amounts which should have been deposited in the Lockbox Account but were diverted therefrom by Borrower, Operating Lessee or Guarantor; (vii) failure of Borrower or Operating Lessee to pay Taxes or other charges which give rise to Liens on the Property except to the extent that Rents were insufficient to pay such Taxes or other charges; (viii) the failure of Borrower or Operating Lessee to obtain Lenders prior written consent to any Indebtedness voluntarily incurred by Borrower or the voluntary grant or creating of any Lien (other than Permitted Encumbrances) encumbering the Property, or the failure of Borrower to obtain Lenders prior written consent to any voluntary Transfer in each case as may be required by the Loan Agreement; and (ix) Borrower, Operating Lessee, Guarantor or any of their respective Affiliates, agents, employees, members, partners, directors or officers, in bad faith, causes any material interference or material resistance (including, without limitation, any action reasonably likely to cause a material delay to Lender) with Lenders exercise of any and all of its rights and remedies under the Loan Documents, at law or in equity (provided that defending any demand for payment solely on the grounds that the demanded amount had already been paid and not returned or otherwise disgorged, shall not trigger liability under this clause (ix)); (b) the entire amount of the Debt in the event of:

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(i) Borrower filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (ii) the filing by any Person other than Lender of an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law in which Borrower or Operating Lessee colludes with such Person, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; (iii) Borrower filing an answer consenting to or joining in any involuntary petition filed against it, by any Person other than Lender under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; (iv) Borrower consenting to or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Property; (v) Borrower making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due unless the opposition of Borrower to such involuntary petition would violate any Rule 11 of the Federal Rules of Civil Procedure, Rule 9011 of the Federal Rules of Bankruptcy Procedure or any other similar state law; and (vi) Borrower materially violating the Single Purpose Entity provisions of their respective organizational documents; (c) any fees associated with any termination fees or any loss sustained by Lender as a result of the termination of the Franchise Agreement as a result of Borrowers failure to comply with the provisions of Section 5.1.24(b) of the Loan Agreement. (b) Section 1.11 is deleted in its entirety and replaced with the following:

"1.11 Borrower. The term Borrower as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization (but excluding the Lender, its Affiliates, any entity ownerowned or controlled by Lender and any lender to Borrower permitted under the Loan Agreement) formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of Borrower or any direct interest in Borrower." (c) Section 3.4 is deleted in its entirety and replaced with the following:

"3.4 Guarantors Financial Condition. As of the date hereof, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is solvent, and has assets which, fairly valued, exceed its obligations, liabilities (including the amount that can reasonably

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be expected to become absolute and fixed in respect of contingent liabilities) and debts, and has property and assets sufficient to satisfy and repay its obligations and liabilities." (d) The address for Guarantor in Section 5.2 shall be revised to the address in Section 9 below and Lender's address in Section 5.2 shall be revised to the address for Lender in the Agreement. 5. Assumption by New Indemnitor of Payment Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Payment Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Payment Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Payment Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Payment Guaranty is amended to provide that all references to the term "Borrower" used in the Payment Guaranty shall mean and refer to New Borrower and the term "Guarantor" used in the Payment Guaranty shall mean and refer to New Indemnitor. 6. Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of the Current Borrower's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder, including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements and liabilities of Current Borrower, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued and without regard to the Current Borrower's responsibility therefore, if any. New Indemnitor further agrees to pay, perform, and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower. From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower" used in the Environmental Indemnity shall mean and refer to New Borrower and the term "Guarantor" used in the Environmental Indemnity shall mean and refer to New Indemnitor. 7. Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement. 8. Authority Representations by New Indemnitor. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under New Indemnitor Joinder and the Guaranty, Payment Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation, order,
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writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor is a party or by which the Project may be bound or affected. 9. Notices to New Indemnitor. From and after the Effective Date, Lender shall deliver any notices to New Indemnitor which are required to be delivered pursuant to the Guaranty, Payment Guaranty and Environmental Indemnity, or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to New Indemnitor at the following address: ____________________ ____________________ ____________________ Attn: ________________ Facsimile: ____________ All notices to be sent by New Indemnitor to Lender under the Guaranty, Payment Guaranty and Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached. 8. Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement. NEW INDEMNITOR: CHATHAM LODGING TRUST, a real estate investment trust

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) )

ss:

The foregoing instrument was acknowledged before me this _____ day of ________, 2011, by ________________ as __________________ of Chatham Lodging Trust, a real estate investment trust, on behalf of the said trust. He is personally known to me or has produced a drivers license as identification.

NOTARY PUBLIC, STATE OF FLORIDA Print or Stamp Name of Notary My Commission Expires: [AFFIX NOTARY STAMP ABOVE]

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Document comparison by Workshare Professional on Wednesday, June 22, 2011 10:52:10 AM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 37 34 0 0 0 0 71 interwovenSite://MIADM/MIAMI/2526700/9 #2526700v9<MIAMI> - Assumption Agreement (Innkeepers-DC) interwovenSite://MIADM/MIAMI/2526700/10 #2526700v10<MIAMI> - Assumption Agreement (Innkeepers-DC) Bilzin

SUBORDINATION OF OPERATING LEASE, COLLATERAL ASSIGNMENT AND ATTORNMENT AGREEMENT (ML-CFC 2006-4; Loan No. 550203996) THIS SUBORDINATION OF OPERATING LEASE, COLLATERAL ASSIGNMENT AND ATTORNMENT AGREEMENT (this "Agreement") is made as of the ____ day of ______, 2011, by and between U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, having an address Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612; Re: ML-CFC 2006-4; Loan No. 55023996, (together with its successors and/or assigns, "Lender"), CHATHAM WASHINGTON DC LLC, a Delaware limited liability company, having an office at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Borrower") and CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company having an office at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Tenant"). RECITALS: A. Lender is the owner and holder of a Loan in the original principal amount of $25,600,000.00 made by Merrill Lynch Mortgage Lending, Inc. ("Original Lender") to KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC) ("Original Borrower") on September 21, 2006 (the "Loan") pursuant to that certain Loan Agreement dated as of September 21, 2006 between Original Borrower and Original Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Loan Agreement"), which Loan is being assumed by Borrower pursuant to that certain Note Modification and Deed of Trust Assumption Agreement executed contemporaneously herewith between Borrower, Operating Tenant and Lender (the "Assumption Agreement"). B. The Loan is secured by, among other things, the Mortgage (as defined in the Loan Agreement), which grants Lender a first lien on the property commonly known as 801 New Hampshire Avenue, NW, Washington, D.C. (as more particularly described on Exhibit A attached hereto, the "Property") encumbered thereby and is further evidenced by the Note and the other Loan Documents (as such terms are defined in the Assumption Agreement). C. In connection with Borrower's assumption of the Loan, Borrower shall lease the Property to Operating Tenant pursuant to the terms of that certain Lease Agreement executed contemporaneously herewith between Borrower and Operating Tenant (the "Operating Lease"). D. Operating Tenant has agreed to confirm the subordination of the Operating Lease to the Mortgage and the other Loan Documents and to the respective liens thereof on the terms and conditions hereinafter set forth.

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AGREEMENT: NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (A) Operating Tenant hereby (i) grants, sells, transfers, assigns, delivers, sets over and conveys to Borrower as security for the payment of Operating Tenants obligations under the Operating Lease and the observance and performance by Operating Tenant of the terms, covenants and conditions of the Operating Lease, all of Operating Tenant's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties (collectively, the "Collateral"), if any, to the extent the applicable law permits such assignment by Operating Tenant (the Collateral Assignment) and (ii) subordinates its interest in the Operating Lease, Property and the Collateral to Lender, and any subsequent owner and holder of the Loan Documents and (B) Borrower hereby grants, sells, transfers, assigns, delivers, sets over and conveys to Lender as additional security for the payment of the Loan and the observance and performance by Borrower of the terms, covenants and conditions of the Loan Documents, all of Borrowers right, title and interest in and to the Collateral Assignment and the Operating Lease, and in connection therewith, the parties hereto further agree as follows: 1. Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assumption Agreement, and the following terms shall have the following meanings: "Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures.
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"Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and air-conditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators, cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable.
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"Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable. 2. Assignment/Grant of Security Interest.

(a) Operating Tenant hereby grants, assigns, transfers, and delivers, sets over and conveys to Borrower, as security for the full, timely and faithful repayment and performance by Operating Tenant of its obligations hereunder and under the Operating Lease, all of its right, title and interest in and to the Collateral located on the Property or related to the operation, administration, construction, maintenance or management of the Property, to the extent that applicable law permits. This Agreement constitutes a "security agreement" on all personal property within the meaning of the Uniform Commercial Code ("UCC") and other applicable law with respect to the Collateral and, to that end, Operating Tenant agrees that Borrower shall have the rights and remedies of a secured party under the UCC with respect to such Collateral. Operating Tenant hereby consents to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office (collectively, "Filings") in order to perfect said interest in the Collateral and, in accordance with the UCC, the Filings may be made by Borrower without the consent or signature of Operating Tenant.

-4MIAMI 2536949.5 7249634763

(b) Borrower hereby grants, assigns, transfers and delivers, sets over and conveys to Lender, as additional security for the full, timely and faithful repayment and performance by Borrower of its obligations hereunder and under the Assumption Agreement, all of its right, title and interest in and to the Collateral Assignment and the Operating Lease to the extent that applicable law permits. Borrower hereby consents to the filing of any Filings in order to perfect said interest in the Collateral Assignment and, in accordance with the UCC, the Filings may be made by Lender without the consent or signature of Borrower. (c) It is the intention of Operating Tenant that this Agreement establishes a valid present transfer and assignment to Borrower, as additional security for the payment and performance of Operating Tenants obligations under the Operating Lease, of the rights of Operating Tenant under each and all of the Collateral and Operating Tenant hereby makes, constitutes and appoints Borrower, its agents and designees, at such time as Borrower may exercise its rights and powers hereunder pursuant to the terms hereof, as the true and lawful agents and attorneys-in-fact of Operating Tenant, with full power of substitution, to exercise all rights of Operating Tenant under each and all of the Collateral, and to take all actions necessary or proper to carry out the intent of this Agreement and to perfect and protect the liens and rights of Borrower created under this Agreement, including without limitation to claim, bring suit, settle or adjust any insurance proceeds claims relating to the Collateral. Operating Tenant agrees that neither Borrower nor any of Borrower's officers, directors, shareholders, partners, employees, counsel, agents, designees or attorneys-in-fact will be liable for any acts of commission or omission, or for any error of judgment or mistake of fact or law. The powers granted hereunder are coupled with an interest and shall be irrevocable during the term hereof. (d) Borrower agrees that this Agreement shall constitute a perfected, absolute and present assignment and security interest in favor of Lender, subject, however, to the limitations described in Section 3 hereof. Upon the occurrence of an Event of Default under any of the Loan Documents, Lender may, without affecting any of its rights or remedies against Borrower under any other instrument, document or agreement, exercise its rights under this Agreement in any manner permitted by law. 3. Lender's Deferred Exercise of Rights. Notwithstanding anything contained herein to the contrary, although it is the intention of the parties that this Agreement shall constitute a present collateral assignment, it is understood and agreed that Lender shall not exercise any of the rights and powers conferred upon it herein until and unless an Event of Default shall occur and be continuing (beyond any applicable grace or cure period) under any of the Loan Documents and Lender has provided Borrower with written notice thereof; provided, however, that nothing herein contained shall be deemed to affect or impair any rights that Lender has under this Agreement or the Loan Documents. 4. Subordination. The Operating Lease and all of the terms, covenants and provisions thereof and all rights, remedies and options of Operating Tenant thereunder are and shall at all times continue to be subject and subordinate in all respects to the terms, covenants and provisions of the Mortgage and the other Loan Documents and to the respective liens thereof, including without limitation, all renewals, increases, modifications, spreaders, consolidations, replacements and extensions thereof and to all sums secured thereby and advances made thereunder with the same force and effect as if the Mortgage and the other Loan
-5MIAMI 2536949.5 7249634763

Documents had been executed, delivered and recorded prior to the execution and delivery of the Operating Lease. 5. Estoppel. Operating Tenant represents and warrants, to its knowledge, that as of the date hereof (a) the Operating Lease constitutes the entire agreement between Operating Tenant and Borrower with respect to Operating Tenant's use and enjoyment of the Property and has not been modified or amended, (b) the Operating Lease is in full force and effect and the term thereof commenced on the date hereof, (c) neither Operating Tenant nor Borrower is in default under any of the terms, covenants or provisions of the Operating Lease and Operating Tenant knows of no event which, but for the passage of time or the giving of notice, or both, would constitute an event of default under the Operating Lease by Operating Tenant or Borrower thereunder, (d) neither Operating Tenant nor Borrower has commenced any action or given or received any notice for the purpose of terminating the Operating Lease, (e) all Rent (as defined in the Operating Lease) and other sums due and payable under the Operating Lease have been paid in full and no Rent or other sums payable under the Operating Lease have been paid for more than one (1) month in advance of the due dates thereof and (f) there are no offsets or defenses to the payment of the Rent or other sums payable under the Operating Lease. 6. Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as "Purchaser"), at Purchaser's election, the Operating Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Operating Tenant upon all of the terms, covenants and conditions set forth in the Operating Lease and in that event, Operating Tenant agrees to attorn to Purchaser and Purchaser by virtue of such election shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Borrower and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of its obligations under the Operating Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Operating Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Operating Tenant to any Prior Landlord in accordance with the Operating Lease, (d) bound by any payment of rents, additional rents or other sums which Operating Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) except as permitted by the Loan Agreement or the Assumption Agreement, bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Operating Lease, or any voluntary surrender of the premises demised under the Operating Lease, made without Lender's or Purchaser's prior written consent prior to the time Purchaser succeeded to Borrower's interest. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser's interest in the Property and shall in no event exceed such interest. If the Operating Lease is terminated by Purchaser, Operating Tenant shall use reasonable efforts, at no cost and expense to Operating Tenant, to transfer all licenses, permits and the like (including liquor licenses) held by Operating Tenant to
-6MIAMI 2536949.5 7249634763

Purchaser and/or its designee and reasonably assist in the transition of any employees employed by Operating Tenant to Purchaser and/or its designee. 7. Lender: Agreements by Operating Tenant. Operating Tenant covenants and agrees with

(a) except as permitted by the Loan Agreement and the Assumption Agreement, not to (i) assign, sublet, convey, mortgage, pledge, grant easements or otherwise encumber or transfer its interest in the Operating Lease without the prior written consent of Lender and the delivery of a Rating Confirmation (as defined below) if required by Lender, (ii) materially modify or amend, terminate, cancel or surrender the Operating Lease without the prior written consent of Lender, which consent may not be unreasonably withheld or delayed and, if required by Lender, the delivery of a Rating Confirmation or (iii) pledge or grant any security interest in its income derived from the operation of the Property to any party other than Borrower; (b) to promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the Franchise Agreement, operate the Property in accordance with terms of the Franchise Agreement and to use reasonable efforts to preserve and to keep unimpaired its material rights thereunder and in the Collateral; (c) to promptly notify Lender in writing of any default under the Franchise Agreement of which it is aware and provide Lender with copies of any written notice of default under the Franchise Agreement that it may receive; (d) to renew, maintain and/or replace the Collateral, to the extent commercially reasonable and if required by applicable law, Operating Tenant agrees that the Collateral shall not be replaced or substituted, and to not delegate its responsibilities under the Franchise Agreement (other than to the Manager under the New Management Agreement), without the prior written consent of Lender in each case, which consent shall not be unreasonably withheld or delayed. Operating Tenant shall not sell, lease, assign, transfer or otherwise dispose of any of the Collateral except in the ordinary course of business and as permitted under the Operating Lease. With respect to the use and replacement of Fixtures and Personalty and with respect to the expiration, termination, revocation, non-renewal or replacement of any Agreement, Permits, Plans or Warranties, any such disposition shall be made in compliance with all other applicable provisions of this Agreement and the terms of the Franchise Agreement and the Loan Documents, including by not limited to the replacement of Fixtures and Personalty with property of similar utility and value; (e) that other than the "Inventory" (as defined in the Operating Lease), the Franchise Agreement, and the other agreements with Franchisor or entities related to Franchisor, all material personal tangible and intangible personal property used in or necessary for the operation of the hotel located on the Property shall be owned by Borrower and not by Operating Tenant; but Operating Tenant shall be permitted to lease such personal property from Borrower; (f) to obtain Lender's prior written consent (such consent not to be unreasonably withheld or delayed) to any material modification, termination or extension of the Franchise Agreement;
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(g) to promptly following receipt of written request of Lender, furnish Lender with executed or certified copies of the Franchise Agreement, or copies of any other material Agreements, Warranties, Permits and other written agreements between Operating Tenant and any contractor, governmental authority or others, setting forth the contractual or other arrangements between them as such matters may be in the possession or control of Operating Tenant. For all purposes hereof, "material" shall mean any agreement with a term in excess of one year and where the obligations of Operating Tenant or Borrower thereunder are equal to or in excess of $250,000. Operating Tenant shall also promptly comply with any written request of Lender concerning the Collateral provided such request is reasonable and detailed. Such requests may be made at any reasonable time; (h) that notwithstanding anything to the contrary contained in the Franchise Agreement, or this Agreement, Operating Tenant agrees that, in the event of any termination of the Franchise Agreement by Lender, in connection with a sale pursuant to a foreclosure or a deed in lieu thereof, such termination shall not give rise to any fees or other consideration to be paid to Operating Tenant by Lender in connection with such termination. Nothing herein shall preclude Operating Tenant from collecting any such fees or other consideration from Borrower; (i) notwithstanding that Operating Tenant is not a party to all of the Loan Documents, Operating Tenant hereby agrees to materially comply with all hotel and other property related covenants and obligations of Borrower set forth in the Loan Documents; and (j) except as permitted under the Operating Lease, it shall not create, incur, assume or permit to continue in existence and use reasonable efforts to promptly discharge at its expense, any security interests arising by any action or omission by Operating Tenant or its employees, agents or representatives in any Collateral and any additional Collateral purchased by Operating Tenant with its own funds and in accordance with the special purposes entity provisions in the Loan Documents; and (k) that the provisions of the Loan Agreement with respect to insurance requirements and the application of insurance proceeds, condemnation proceeds and condemnation awards, shall govern in the event of any inconsistency between such provisions and the provisions of the Operating Lease. Except as permitted by the Loan Agreement and the 8. Agreement by Borrower. Assumption Agreement, Borrower covenants and agrees with Lender not to (i) assign, sublet, convey, mortgage, pledge, grant easements or otherwise encumber or transfer its interest in the Operating Lease without the prior written consent of Lender and the delivery of a Rating Confirmation if required by Lender, (ii) materially modify or amend, terminate, cancel or surrender the Operating Lease without the prior written consent of Lender and, if required by Lender, the delivery of a Rating Confirmation or (iii) pledge or grant any security interest in its income derived from the operation of the Property to any party other than Borrower. 9. Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof and confirmed by telephone by sender, (ii) one (1) Business Day (as defined in the Loan Agreement) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days
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after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows: If to Operating Tenant: Chatham Washington DC Leaseco LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 Attn: Jeff Fischer, CEO U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor Oakland, California 94612 Re: ML-CFC 2006-4; Loan No. 55023996 LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami, Florida 33139 Attn.: Director of Servicing Re: ML-CFC 2006-4; Loan No. 55023996

If to Lender:

With a copy to:

or addressed as such party may from time to time designate by written notice to the other parties. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. 10. Reporting. Operating Tenant agrees to simultaneously deliver to Lender all budgets, financial statements, reports, notices of default and other material notices and documents which (i) Operating Tenant is required to deliver to Borrower pursuant to the terms of the Operating Lease, and (ii) to the extent prepared by Operating Tenant, Borrower is required to deliver to Lender pursuant to Section 5.1.11 of the Loan Agreement. 11. Consent. Notwithstanding anything in the Operating Lease to the contrary, Operating Tenant agrees that (i) to the extent that (x) the approval or consent of Borrower is required pursuant to the terms of the Operating Lease and (y) the consent of Lender and the delivery of a Rating Confirmation (as defined below) would be required for Borrower to take such action under the Loan Agreement and the other Loan Documents, then Operating Tenant agrees that such approval or consent shall also be conditioned upon the prior written consent of Lender (such consent not to be unreasonably withheld or delayed) and the delivery of a Rating Confirmation, as applicable, and (ii) it shall not unreasonably agree to any action by Borrower which would result in a reduction or adjustment of the Basic Rent, Percentage Rent, Annual Room Revenues Break Point and Additional Charges (as such terms are defined in the Operating Lease). Any of the foregoing activities referred to in this Section 11 and engaged in by Operating Tenant without the prior written consent of Lender (such consent not to be -9MIAMI 2536949.5 7249634763

unreasonably withheld or delayed) or, after the occurrence of a Securitization, delivery of a Rating Confirmation, shall be void and of no force and effect whatsoever. As used in this Agreement, "Rating Confirmation" shall mean each of the Rating Agencies which have assigned ratings to any Securities shall have confirmed in writing that the occurrence of the event with respect to which such Rating Confirmation is sought shall not in itself result in a downgrade, qualification or withdrawal of, the then current ratings assigned to the Securities in connection with a Securitization. In the event that no Securities are outstanding or the Loan is not part of a Securitization, any action that would otherwise require a Rating Confirmation shall require the consent of the Lender. In the event pursuant to the Loan Agreement and the other Loan Documents Lender is required to not unreasonably withhold its consent if such action were to be taken by Borrower under the Loan Agreement and the other Loan Documents, then Lender agrees not to unreasonably withhold its consent hereunder. 12. Notice to Lender. Operating Tenant agrees that it shall deliver to Lender a copy of any written notice of default given by Operating Tenant to Borrower simultaneously with the delivery to Borrower. 13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Lender, Borrower, Operating Tenant and Purchaser and their respective successors and assigns. 14. Governing Law. This Agreement shall be deemed to be a contract entered into pursuant to the laws of the State or Municipality where the Property is located and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State or Municipality where the Property is located. 15. Limitation of Liability. The liability of Operating Tenant hereunder shall be limited to its interest in the Property. Notwithstanding the foregoing, if Lender or Purchaser succeeds to the interest of Borrower, as lessor under the Operating Lease, the limitation on liability contained in this Section 16 shall be of no further force or effect and Lender or Purchaser, as the case may be, shall have all of the rights and remedies of lessor under the Operating Lease. 16. Remedies.

(a) Upon the occurrence and during the continuation of any uncured Event of Default (beyond any applicable grace or cure period), subject, however, to the limitations described in Section 3 hereof and the other Loan Documents, Lender may do any lawful act which Lender deems proper to protect its rights hereunder until all indebtedness and sums due under the Loan Documents are paid in full. (b) At any time after the occurrence or during the continuation of an uncured Event of Default (beyond any applicable grace or cure period), should Operating Tenant fail to perform any act as herein provided in the Franchise Agreement or the Collateral, then Lender, but without obligation to do so and without releasing Operating Tenant from any obligation herein, may make or do the same, including, without limitation, appearing in and defending any action purporting to affect the rights or powers of Lender hereunder and performing any obligation of Operating Tenant under any of the Collateral. In exercising any such powers,
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Lender may pay reasonable costs and expenses, engage counsel and incur and pay reasonable attorneys' fees and disbursements and costs and expenses of suit. Borrower or Operating Tenant, as applicable, will pay immediately upon demand all reasonable costs and expenses paid or incurred by Lender hereunder, together with interest thereon at the rate applicable under the Note after default. (c) The acceptance by Lender of this Agreement shall not constitute a satisfaction of any indebtedness, liability or obligation, or any part thereof, now or hereafter owed by Borrower to Lender. Nothing in this Agreement shall be deemed to obligate Lender to undertake or perform any of the terms or conditions of the Collateral, or to enforce compliance therewith, and subject to the limitations contained herein, in the other Loan Documents and the Assumption Agreement, Lender may institute such legal action and otherwise exercise any of its rights and powers under the Loan Documents, in such manner as it may deem advisable at any time it shall deem fit, and for any cause for which the same might have been instituted or done had this Agreement not been made, and that no waiver or condemnation of any breach or default and no waiver of any right of Lender hereunder shall be deemed to constitute a waiver of any other or subsequent breach or default, or to prevent subsequent exercise of any such right or any other similar right. (d) No exercise by Lender of any right or remedy under this Agreement shall cure or waive any default or Event of Default under this Agreement or the Loan Documents or waive or modify any notice of any such default or Event of Default or invalidate any act done pursuant to such notice 17. Cross-Default. Borrower and Operating Tenant acknowledge and agree that any material default under this Agreement shall be deemed to be a default under the Operating Lease and the Loan Documents. 18. Borrower Consent. Borrower has joined herein in connection with Operating Tenant's agreements set forth in this Agreement and to evidence its consent, as landlord under the Operating Lease, to all the agreements of Operating Tenant contained in this Agreement. 19. Miscellaneous. This Agreement may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. [NO FURTHER TEXT ON THIS PAGE]
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first set forth above. OPERATING TENANT: CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: ______________________________ Name: Jeffrey L. Fisher Title: President

BORROWER: CHATHAM WASHINGTON DC LLC, a Delaware limited liability company By: ______________________________ Name: Jeffrey L. Fisher Title: President

LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-in-fact By: Larry Golinsky President _______

MIAMI 2536949.5 7249634763

STATE OF __________ COUNTY OF ________

) ) ss.: )

On ___________, 2011, before me, __________________, a notary public for said state, personally appeared Jeffrey L. Fisher, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the President of Chatham TRS Holding, Inc., a Florida corporation, the sole member of CHATHAM WASHINGTON DC LEASECO, LLC a Delaware limited liability, in his authorized capacity on behalf of said corporation and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. ___________________________________ Notary:

STATE OF __________ COUNTY OF ________

) ) ss.: )

On ___________, 2011, before me, __________________, a notary public for said state, personally appeared Jeffrey L. Fisher, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same as the President of CHATHAM WASHINGTON DC, LLC a Delaware limited liability, in his authorized capacity on behalf of said corporation and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Witness my hand and official seal. ___________________________________ Notary:

MIAMI 2536949.5 7249634763

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of ______, 2011, by Larry Golinsky, as President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said company as attorney-in-fact for U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF MLCFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-4, on behalf of the trust. He is personally known to me or _____ has produced a driver's license as identification. Notary Public My Commission Expires:

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EXHIBIT A (Description of the Property) Lot 18 in Square 30 in a subdivision made by New Hampshire and H Associates of a combination of Lots 9 to 16, as per plat recorded in Liber 159 at folio 129 among the Land Records of the office of the surveyor of the District of Columbia.

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ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (ML-CFC 2006-4; Loan No. 550203996) THIS ASSIGNMENT OF MANAGEMENT AGREEMENT AND SUBORDINATION OF MANAGEMENT FEES (this "Assignment"), dated as of ___________, 2011, by CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company, having its principal place of business at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Lessee") to U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4, having an address Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612; Re: ML-CFC 2006-4; Loan No. 55023996 ("Lender") and is acknowledged and consented to by ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, having an address at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 ("Agent"). RECITALS: A. Lender is the owner and holder of a loan in the original principal amount of $25,600,000.00 made by Merrill Lynch Mortgage Lending, Inc. ("Original Lender") to KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC) ("Original Borrower") on September 21, 2006 (the "Loan"), pursuant to that certain Loan Agreement dated as of September 21, 2006 between Original Borrower and Original Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the "Loan Agreement"), which Loan is being assumed by Chatham Washington DC LLC, a Delaware limited liability company ("Borrower"), pursuant to that certain Note Modification and Deed of Trust Assumption Agreement executed contemporaneously herewith between Borrower, Operating Lessee and Lender (the "Assumption Agreement"). B. The Loan is secured by, among other things, the Mortgage (as defined in the Loan Agreement together with all extensions, renewals, modifications, substitutions and amendments thereof, are together referred to herein as the "Security Instrument"), which grants Lender a first lien on the property commonly known as 801 New Hampshire Avenue, NW, Washington, D.C. (as more particularly described on Exhibit A attached hereto, the "Property") encumbered thereby and is further evidenced by the Note and the other Loan Documents (as such terms are defined in the Assumption Agreement). C. In connection with Borrower's assumption of the Loan, (i) Borrower shall lease the Property to Operating Lessee pursuant to the terms of that certain lease agreement executed contemporaneously herewith between Borrower and Operating Lessee; and (ii) Operating Lessee shall employ Agent exclusively to manage and operate the Property pursuant to that certain Hotel Management Agreement executed contemporaneously herewith between Operating Lessee and Agent (the "Management Agreement"), and under which Agent is entitled to certain management fees (the "Management Fees"). 1
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D. Lender requires as a condition to its consent to the employment of Agent that Operating Lessee assign the Management Agreement and that Agent subordinate its interest in the Management Fees in lien and payment to the Security Instrument as set forth below. All capitalized terms used herein but not defined shall have the meaning ascribed to them in the Loan Agreement or Assumption Agreement, as applicable. AGREEMENT For good and valuable consideration the parties hereto agree as follows: 1. Assignment of Management Agreement. As additional collateral security for the Loan, Operating Lessee hereby conditionally transfers, sets over and assigns to Lender all of Operating Lessee's right, title and interest in and to the Management Agreement, said transfer and assignment to automatically become a present, unconditional assignment, at Lender's option, upon notice to Operating Lessee and Agent upon the occurrence and during the continuance of an Event of Default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the Loan Documents, including but not limited to escrow agreements, and the failure of Borrower to cure such default within any applicable grace period. 2. Subordination of Management Fees. The Management Fees and all rights and privileges of Agent to the Management Fees are hereby and shall at all times, subject to Section 3 herein, continue to be subject and unconditionally subordinate in all respects in lien and payment to the lien and payment of the Security Instrument, the Loan Agreement, the Note, and other Loan Documents and to any renewals, extensions, modifications, assignments, replacements, or consolidations thereof and the rights, privileges, and powers of Lender thereunder. 3. Termination. At such time as the Loan is paid in full and the Security Instrument is released or assigned of record this Assignment and all of Lender's right, title and interest hereunder with respect to the Management Agreement and the subordination of the Management Fees shall automatically terminate, without the need of any further action by any party to this Assignment. 4. Estoppel. Agent represents and warrants that, to Agent's knowledge, as of the date hereof (a) the Management Agreement is in full force and effect and has not been modified, further amended or assigned as security other than pursuant to this Assignment and the Assumption Agreement, (b) neither Agent nor Operating Lessee is in default under any of the terms, covenants or provisions of the Management Agreement and Agent knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under the Management Agreement, (c) neither Agent nor Operating Lessee has commenced any action or given or received any notice for the purpose of terminating the Management Agreement and (d) the Management Fees and all other sums due and payable to date to the Agent under the Management Agreement have been paid in full. 5. Operating Lessee's Covenants. Operating Lessee hereby covenants with Lender that during the term of this Assignment, except as permitted pursuant to the terms of the Loan 2
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Agreement and the Assumption Agreement: (a) Operating Lessee shall not transfer the responsibility for the management of the Property from Agent to any other person or entity; (b) Operating Lessee shall not terminate or amend any of the terms or provisions of the Management Agreement; and (c) Operating Lessee shall, in the manner provided for in this Assignment, give notice to Lender of any notice or information that Operating Lessee receives which indicates that Agent is terminating the Management Agreement or that Agent is otherwise discontinuing its management of the Property. 6. Agreement by Operating Lessee and Agent. Operating Lessee and Agent hereby agree that upon the occurrence of (i) an Event of Default which is continuing under the Note, the Loan Agreement, the Security Instrument or any of the Loan Documents or (ii) any material default by Agent which continues after any applicable notice and cure period under the Management Agreement or (iii) a Bankruptcy Action of Agent (for the purposes of this Assignment, the occurrence of an event described in clauses (i), (ii) or (iii) is herein an "Event of Default") during the term of this Assignment, (a) Agent shall continue to perform all of Agent's obligations under the terms of the Management Agreement with respect to the Property unless the Management Agreement is terminated, and Lender shall agree to compensate Agent for management services provided by Agent accruing after the date that Agent commences to perform such obligations for Lender at the rate set forth in the Management Agreement; provided, however, that Lender shall have no liability for management fees due to Agent which accrued to, and which are payable, by Operating Lessee for the period prior to the time that Agent commences to perform for Lender, or (b) at the option of Lender exercised by written notice to Operating Lessee and Agent, the Management Agreement shall be terminated, upon which, (i) Agent shall deliver to Lender all rents, security deposits, issues, proceeds and profits of the Property collected by Agent, after payment of all costs and expenses of operating the Property (including, without limitation, operating expenses, real estate taxes, insurance premiums and repairs and maintenance) which are then due and payable; (ii) Agent shall not collect or be entitled to any further Management Fee or other fee or commission due under the Management Agreement; and (iii) Agent shall transfer its responsibility for the management of the Property to a new managing agent in accordance with the Loan Agreement and in connection therewith, to use reasonable efforts, at no cost and expense of Agent, to transfer all licenses, permits and the like (including liquor licenses) to the new managing agent and reasonably assist in the transition of employees to the new managing agent, but only to the extent such licenses, permits and the like are under the control of, and issued in the name of, the Agent). Agent and/or Operating Lessee shall be responsible for any accrued employee benefits through the transfer date. Upon the occurrence of an Event of Default beyond any applicable grace period under this Assignment, the Note, the Loan Agreement, the Security Instrument or the other Loan Documents, Operating Lessee and Agent hereby agree that, in the event that Agent exercises its right to terminate the Management Agreement in accordance with the provisions set forth in Section 12.02 of the Management Agreement, Lender shall have the right to require Agent to continue providing management services for up to one hundred eighty (180) days under the same fee structure as was in place immediately prior to the date notice of termination is delivered by Agent. 7. Receipt of Management Fees. Lender, Operating Lessee and Agent hereby agree that Agent shall be entitled to receive any Management Fees or other fee, commission or other amount payable to Agent under the Management Agreement for and during any period of 3
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time until termination of the Management Agreement and (a) Agent shall not be obligated to return or refund to Lender any Management Fee or other fee, commission or other amount already received by Agent prior to such termination and (b) in the event Borrower loses possession of the Property in connection with exercise by Lender of its rights or remedies pursuant to this Assignment, the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, Agent shall be entitled to collect from Borrower or Operating Lessee any Management Fee or other fee, commission or other amount accrued but unpaid prior to such termination. 8. Consent and Agreement by Agent. Agent hereby acknowledges and consents to this Assignment and agrees that Agent will act in conformity with the provisions of this Assignment and Lender's rights hereunder or otherwise related to the Management Agreement. In the event that the responsibility for the management of the Property is transferred from Agent in accordance with the provisions hereof, Agent shall, and hereby agrees to, fully cooperate in transferring its responsibility to a new management company and use reasonable efforts to effectuate such transfer no later than thirty (30) days from the date the Management Agreement is terminated. Further, Agent hereby agrees (a) not to contest or impede the exercise by Lender of any right it has under or in connection with this Assignment; and (b) that it shall, in the manner provided for in this Assignment, except to the extent that such notice is not required pursuant to the terms of the Loan Agreement or this Assignment, give at least thirty (30) days prior written notice to Lender of its intention to terminate the Management Agreement or otherwise discontinue its management of the Property. 9. Financial Documents and Other Reporting. [Within seven (7) business days after written request by Lender, Agent and/or Operating Lessee shall provide to Lender copies of the financial and other reports set forth in Section 5.03 and Section 5.04 of the Management Agreement. Within seven (7) business days after written request by Lender, Agent and Operating Lessee shall provide Lender with a copy of the quarterly and annual reports delivered by Agent to Operating Lessee as required by Section 5.03(A) of the Management Agreement.] [Under review] 10. Annual Plan. Agent and Operating Lessee acknowledge that Lender shall have all of the same rights of Operating Lessee to review and approve the portion of the Annual Plan (as such term is defined in the Management Agreement) as set forth in Section 3.02 in the Management Agreement that only relates to Annual Budget (as defined in the Loan Agreement) (the "Lender Annual Plan") as set forth in Section 5.1.11(d) of the Loan Agreement. For the avoidance of doubt, the parties hereto agree that the Lender shall have no further rights to approve the Annual Budget, Annual Plan or any other type of financial projections or documentation with respect to the Property other than as set forth in this Section 10 and Section 5.1.11(d) of the Loan Agreement, Agent hereby covenants and agrees to submit copies of the Lender Annual Plan to Lender simultaneously with its delivery of same to Operating Lessee. 11. Covenants of Operating Lessee, Agent and Borrower. Operating Lessee and Agent hereby covenant and agree (i) to promptly deliver to Lender copies of all written notices of default given under the Management Agreement; and (ii) subject to the Assumption Agreement, not to materially amend the Management Agreement without the prior written consent of Lender, such consent not to be unreasonably withheld or delayed. Furthermore, 4
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Borrower, Operating Lessee and Agent agree that Lender may terminate the Management Agreement in accordance with Section 9.4 of the Loan Agreement (i) in the event Borrower or Operating Lessee fails to terminate the Management Agreement after instruction to do so by Lender in accordance with Section 9.4 of the Loan Agreement, (ii) in the event that Operating Lessee has given Agent written notice of an event of default under the Management Agreement beyond applicable cure periods, or (iii) by giving ten (10) business days' notice to Agent upon the Lender (or a successor owner, as the case may be) obtaining (A) in accordance with the Security Instrument, title to the Property (or any portion thereof) whether by foreclosure, deedin-lieu of foreclosure, bankruptcy sale or otherwise, and/or (B) in accordance with the Security Instrument, possession of the Property (or any portion thereof) whether personally or through an agent, a receiver or a trustee. If Lender elects to terminate the Management Agreement in accordance with this Paragraph 11, Borrower, Operating Lessee and Agent understand and agree that Agent shall look solely to Borrower and/or Operating Lessee for any and all fees, charges or other sums payable to Agent under the Management Agreement. If the Management Agreement shall be so terminated by Lender, Agent agrees to cooperate with the Lender in accordance with Section 8 of this Assignment. 12. Lender's Agreement. So long as no Event of Default has occurred beyond any applicable grace period under this Assignment, the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents, Lender agrees to permit any sums due to Operating Lessee under the Management Agreement to be paid directly to Operating Lessee. 13. Governing Law. This Assignment shall be governed, construed, applied and enforced in accordance with the laws of the State of New York and the applicable laws of the United States of America. 14. Notices. 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 (a) certified or registered United States mail, postage prepaid, or (b) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of attempted delivery, and by telecopier (with answer back acknowledged), addressed as follows (or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section): If to Operating Lessee: Chatham Washington DC Leaseco LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 Attn: Jeff Fischer, CEO U.S. Bank National Association, as Trustee for the Registered Holders of ML-CFC Commercial Mortgage Trust 2006-4, Commercial Mortgage Pass-Through Certificates, Series 2006-4 Wells Fargo Bank, N.A. Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor 5
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If to Lender:

Oakland, California 94612 Re: ML-CFC 2006-4; Loan No. 55023996 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami, Florida 33139 Attn.: Director of Servicing Re: ML-CFC 2006-4; Loan No. 55023996 Island Hospitality Management III, Inc. 50 Cocoanut Row, Suite 200 Palm Beach, Florida 33480 Attn: Roger Pollak, Senior Vice President

If to Agent:

A notice shall be deemed to have been given: 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, and in the case of telecopy, upon delivery on a Business Day, with telephonic confirmation thereof. For purposes of this Section 14, the term "Business Day" shall mean a day on which commercial banks are not authorized or required by law to close in New York, New York. Any party by notice to the others may designate additional or different addresses for subsequent notices or communications. 15. No Oral Change. This Assignment, and any provisions hereof, may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Operating Lessee, Lender or Agent, but only by any agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 16. Liability. This Assignment shall be binding upon and inure to the benefit of Operating Lessee, Agent and Lender and their respective successors and assigns forever. 17. Inapplicable Provisions. If any term, covenant or condition of this Assignment is held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 18. Headings, etc. The headings and captions of various paragraphs of this Assignment are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof. 19. Duplicate Originals, Counterparts. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Assignment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Assignment.

6
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The failure of any party hereto to execute this Assignment, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. 20. Number and Gender. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa. 21. Miscellaneous. (a) Wherever pursuant to this Assignment (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arrangements or terms arc satisfactory or not satisfactory and all other decisions and determinations made by Lender, shall be in the sole and absolute discretion of Lender and shall be final and conclusive, except as may be otherwise expressly and specifically provided herein. (b) Wherever pursuant to this Assignment it is provided that Operating Lessee shall pay any costs and expenses, such costs and expenses shall be reasonable out-of-pocket costs and expenses that shall include, but not be limited to, reasonable legal fees and disbursements of Lender. (c) The liability of Operating Lessee herein shall be limited to the same extent as in Section 9.3 of the Loan Agreement, the terms of which are incorporated herein by this reference. In addition, any and all liability of Agent to Lender pursuant to this Assignment shall be subject to any limitations on Agent's liability as set forth in the Management Agreement. 22. Inconsistencies. In the event of a conflict or inconsistency between the terms of this Assignment and the Loan Documents, the terms of the Loan Documents shall prevail. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the undersigned have executed this Assignment as of the date and year first written above. OPERATING LESSEE: CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: _______________________________ Name: Jeffrey L. Fisher Title: President

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

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LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-in-fact By: Larry Golinsky President _______

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

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AGENT: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

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AGREED TO AND ACKNOWLEDGED BY: CHATHAM WASHINGTON DC LLC, a Delaware limited liability company By: _______________________________ Name: Jeffrey L. Fisher Title: President

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EXHIBIT A (Description of the Property) Lot 18 in Square 30 in a subdivision made by New Hampshire and H Associates of a combination of Lots 9 to 16, as per plat recorded in Liber 159 at folio 129 among the Land Records of the office of the surveyor of the District of Columbia.

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CERTIFICATE OF INDEPENDENT MANAGER (ML-CFC 2006-4; Loan No. 550203996) In order to induce U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 (Lender) to consent to the sale of that certain property securing a loan (the Loan) originally made by Merrill Lynch Mortgage Lending, Inc. to KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC), in the original principal amount of $25,600,000.00, now held by Lender to, and the assumption of the Loan by, Chatham Washington DC LLC, a Delaware limited liability company (Borrower), the undersigned, as the Independent Manager and once admitted, a Special Member of Borrower, agree as follows: (a) The undersigned has been appointed as the Independent Manager and will become the Special Member of Borrower upon admission to Borrower as a member pursuant to the terms of the Limited Liability Company Agreement of Borrower (the Borrower LLC Agreement); The undersigned shall serve as the Independent Manager and once admitted, a Special Member of Borrower. The undersigned meets and shall at all times continue to meet all of the qualifications and requirements of an Independent Manager as defined and set forth in the Borrower LLC Agreement; and The undersigned understands that the undersigned shall at all times act as the Independent Manager, and once admitted to Borrower as a member, the Special Member of Borrower with all of the rights, powers, obligations and liabilities of Independent Manager, and once admitted as a member, the Special Member of Borrower under the Borrower LLC Agreement and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same.

(b)

(c)

[SIGNATURE ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Independent Manager as of this ___ day __________, 2011.

Sign Name: Print Name: __________________________ Address: ________________________ ________________________ ________________________ Phone: ________________________ Facsimile: ________________________ E-mail: ________________________

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AMENDMENT TO CASH MANAGEMENT AGREEMENT (ML-CFC 2006-4; Loan No. M550203996) THIS AMENDMENT TO CASH MANAGEMENT AGREEMENT ("Amendment") is made and entered into this __________, 2011, between U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4 ("Lender"), having an address at c/o Wells Fargo Bank, N.A., Wells Fargo Commercial Mortgage Servicing, 1901 Harrison Street, 7th Floor, Oakland, California 94612, Re: ML-CFC 2006-4; Loan No. M550203996, CHATHAM WASHINGTON DC LLC, a Delaware limited liability company ("New Borrower"), having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480, CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480, ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation ("New Manager"), having an address at 50 Cocoanut Way, Suite 200, Palm Beach, Florida 33480 and WELLS FARGO BANK, N.A., a national banking association, having an address at 1901 Harrison Street, 2nd Floor, Oakland, CA 94612 ("Agent"). The term "Lender" as used through this Agreement shall mean and refer to Lender (as defined above) together with its successors and/or assigns. All capitalized terms not defined herein shall have the meaning ascribed to such term in the Cash Management Agreement (as defined below). RECITALS: A. On September 21, 2006, Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), made a loan ("Loan") to KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC) ("Current Borrower"). B. The Loan is evidenced by that certain Promissory Note dated September 21, 2006, in the principal amount of $25,600,000.00 (the "Note"), executed by Current Borrower in favor of Original Lender and secured by, among other things, a Fee and Leasehold Deed of Trust and Security Agreement dated as of September 21, 2006, executed by Current Borrower in favor of Original Lender and recorded Instrument No. 130674 in Land Records of the District of Columbia (the "Deed of Trust"), encumbering that certain parcel of real property commonly known as "Doubletree Guest Suites" situated in the District of Columbia, as more particularly described therein, together with the buildings, structures and other improvements now or hereafter located thereon (collectively, the "Property") and by other documents and instruments (the Note, the Deed of Trust and such other documents and instruments, as the same may from time to time be amended, consolidated, renewed or replaced, being collectively referred to herein as the "Loan Documents"). C. In connection with that certain order of the Bankruptcy Court confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance satisfactory to Lender in its sole and absolute discretion), New Borrower desires to purchase the Property and to assume Current Borrower's obligations under the Loan Documents (as modified by the Assumption Agreement described below).

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D. In connection with the purchase of the Property, New Borrower desires to lease the Property to New Operating Lessee pursuant to the terms of that certain Lease Agreement between New Borrower and New Operating Lessee dated as of ___________, 2011 (the "Operating Lease"), and New Operating Lessee desires to contract with New Manager to manage the Property. E. As a condition to Lender's consent to the transfer of the Property from Current Borrower to New Borrower, the assumption of the Loan by New Borrower and New Operating Lessee's contracting with New Manager to manage the Property (the "Requested Actions"), in accordance with the terms of a Loan Document Modification and Deed of Trust Assumption Agreement of even date herewith between, among others, Lender, Current Borrower and New Borrower (the "Assumption Agreement"), Lender has required, among other things, that New Borrower enter into this Amendment amending certain terms of that certain Cash Management Agreement dated as of September 21, 2006 (the "Cash Management Agreement") between Original Lender, Current Borrower, PNC Bank National Association, as Agent, KPA Leaseco, Inc., as Operating Lessee ("Current Operating Lessee") and Innkeepers Hospitality Management, Inc., as Manager ("Current Manager"). NOW, THEREFORE, as an inducement to Lender to consent to the Requested Actions and enter into the Assumption Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree to amend the Cash Management Agreement as follows: 1. reference. The above recitals are true, correct and complete and are incorporated herein by

2. The Cash Management Agreement shall be amended to reflect that Chatham Washington DC LLC, a Delaware limited liability company, is the Borrower. New Borrower, by its execution hereof, hereby agrees to be bound by all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Borrower under the Cash Management Agreement arising on and after the date of this Amendment. 3. The Cash Management Agreement shall be amended to reflect that Chatham Washington DC Leaseco LLC, a Delaware limited liability company, is the Operating Lessee. New Operating Lessee, by its execution hereof, hereby agrees to be bound by all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Operating Lessee under the Cash Management Agreement arising on and after the date of this Amendment. 4. New Manager, as defined in the Cash Management Agreement shall be amended to reflect that ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, is the Manager. New Manager, by its execution hereby agrees to comply with all terms and provisions of the Cash Management Agreement, as amended hereby, and hereby assumes all obligations of Current Manager under the Cash Management Agreement arising on and after the date of this Amendment.

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5. The definition of the term "Loan" in the Cash Management Agreement shall hereinafter mean and refer to the Loan as assumed by New Borrower pursuant to the terms of the Assumption Agreement. 6. The definition of the term "Note" shall hereinafter mean and refer to the Note as assumed by New Borrower pursuant to the terms of the Assumption Agreement. 7. The definition of the term "Agent" shall mean Wells Fargo Bank, N.A., or any other bank or banks selected by Lender to maintain the Cash Management Account. 8. The definition of the term "Lockbox Bank" in the Cash Management Agreement shall hereinafter mean and refer to ______________________, or its successors and/or assigns, which Lockbox Bank is an Eligible Institution selected by New Borrower and approved by Lender. 9. The name of the Cash Management Account as defined in Section 2.1(b) of the Cash Management Agreement shall be the "Chatham Washington DC LLC, Cash Management Account fbo U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-4." The Cash Management Account shall be assigned the federal tax identification number of New Borrower, which number is _____________. 10. All notices required to be given under the Cash Management Agreement to the New Borrower and the Lender shall be in writing and shall be sent in accordance with Section 4.6 of the Assumption Agreement. Any notices required to be given under the Cash Management Agreement to the New Manager shall be in writing and shall be sent to the New Manager's address set forth in the first paragraph of this Amendment and shall otherwise be sent in accordance with Section 4.6 of the Assumption Agreement. 11. All references to the term "Loan Documents" used in the Cash Management Agreement shall hereinafter include the Cash Management Agreement, as amended hereby, the Assumption Agreement and all other documents executed in connection therewith (collectively, the "Assumption Documents"). 12. All references to the terms "Cash Management Agreement" or "Agreement" in the Cash Management Agreement (and all Exhibits thereto) or any references to the Cash Management Agreement in any of the other Loan Documents or the Assumption Agreement shall hereinafter mean and refer to the Cash Management Agreement, as amended by the terms of this Amendment. 13. All references to the terms "Borrower" and "Lender" in the Cash Management Agreement shall hereinafter mean and refer to the New Borrower and Lender described in this Amendment. 14. The term "Borrower Collateral" shall be deleted and replaced with the term "Collateral." "Collateral," as such term is defined in Section 1.1 of the Cash Management 3
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Agreement, shall hereinafter have the meaning set forth in Section 5.1(a) of the Cash Management Agreement. 15. The Payment Direction Letter attached to the Cash Management Agreement as Exhibit A is hereby replaced by the Lessee Payment Direction Letter attached hereto as Exhibit A. 16. Except as modified by this Amendment, the Cash Management Agreement and all terms and conditions thereof, including all Exhibits attached thereto shall remain in full force and effect and are hereby in all respects ratified and confirmed. 17. This Amendment may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of any party hereto, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. 18. This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States. 19. This Amendment may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4
MIAMI 2538446.3 7249634763

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date first written above. LENDER: U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2006-4 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact By: ______________________________ Larry Golinsky, President

NEW BORROWER: CHATHAM WASHINGTON DC LLC, a Delaware limited liability company By: ____________________________ Name: Jeffrey L. Fisher Title President

NEW OPERATING LESSEE: CHATHAM WASHINGTON DC LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: Name: Jeffrey L. Fisher Title: President

5
MIAMI 2538446.3 7249634763

NEW MANAGER: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

AGENT: WELLS FARGO BANK, N.A.

By: Name: Title:

6
MIAMI 2538446.3 7249634763

EXHIBIT A

MIAMI 2538446.3 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM WASHINGTON DC LEASECO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

CHATHAM WASHINGTON DC LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

4. This FINANCING STATEMENT covers the following collateral:

Palm Beach

FL

33480

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Land Records of the District of Columbia / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM WASHINGTON DC LEASECO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 LAND RECORDS OF THE DISTRICT OF COLUMBIA Debtor:

CHATHAM WASHINGTON DC LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Chatham Washington DC LLC ("Borrower") of the obligations under that certain Fee and Leasehold Deed of Trust and Security Agreement dated as of September 21, 2006, given by KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC) and Innkeepers USA Limited Partnership, together for the benefit of Merrill Lynch Mortgage Lending, Inc., encumbering the Property, recorded September 26, 2006 as Document No. 2006130574 in the District of Columbia Public Records, as assigned to Secured Party. Capitalized terms not otherwise defined below shall have that meaning ascribed to them in that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ___________________, 2011, between Debtor and Borrower. Debtor (also known below as "Operating Tenant") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Secured Party and its successors and assigns all of Debtor's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties related to certain land in the District of Columbia, more particularly described in Exhibit A attached hereto and made a part hereof, together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

"Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures. "Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and airconditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators,

cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable. "Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable.

EXHIBIT A TO UCC-1 LAND RECORDS OF THE DISTRICT OF COLUMBIA Debtor:

CHATHAM WASHINGTON DC LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2574586.1 7249635733

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM WASHINGTON DC LEASECO LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

CHATHAM WASHINGTON DC LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

4. This FINANCING STATEMENT covers the following collateral:

Palm Beach

FL

33480

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM WASHINGTON DC LEASECO LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM WASHINGTON DC LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Chatham Washington DC LLC ("Borrower") of the obligations under that certain Fee and Leasehold Deed of Trust and Security Agreement dated as of September 21, 2006, given by KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC) and Innkeepers USA Limited Partnership, together for the benefit of Merrill Lynch Mortgage Lending, Inc., encumbering the Property, recorded September 26, 2006 as Document No. 2006130574 in the District of Columbia Public Records, as assigned to Secured Party. Capitalized terms not otherwise defined below shall have that meaning ascribed to them in that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ___________________, 2011, between Debtor and Borrower. Debtor (also known below as "Operating Tenant") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Secured Party and its successors and assigns all of Debtor's right, title and interest in and to the Agreements, Fixtures, Permits, Personalty, Plans, Rents and Warranties related to certain land in the District of Columbia, more particularly described in Exhibit A attached hereto and made a part hereof, together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

"Agreements" shall mean all agreements relating to the ownership, administration, construction, operation, maintenance or management of the Property, including, without limitation, the New Management Agreement (as defined in the Assumption Agreement), all leases, subleases and concession agreements for shops and businesses in the hotel located at the Property entered into by or on behalf of Operating Tenant or any predecessor in interest, all warranties, construction contracts, service contracts, license agreements, subcontracts, supply agreements, barter agreements, the Operating Lease, all agreements, allocations and rights with respect to any utility services for the Property and all operating agreements which have heretofore been or will hereafter be executed by or on behalf of Operating Tenant or any Manager of the Property or which have been or will hereafter be assigned to or for the benefit of Operating Tenant or any predecessor in interest, or any manager, and any extensions, renewals or modifications thereof, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto; but specifically excluding Operating Tenant's right, title and interest in and to the Franchise Agreement (as hereafter defined). "Agreement" shall mean any one of the Agreements. "Franchise Agreement" shall mean the new Franchise License Agreement between ___________________ ("Franchisor") and Operating Tenant for the Property dated on or about the date of this Agreement. "Fixtures" shall mean all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Operating Tenant and now or hereafter attached to, installed in or used in connection with the Property, and water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated in easements. "Fixture" shall mean any one of the Fixtures. "Permits" shall mean all permits, licenses (including without limitation liquor licenses), inspections and approvals of or issued by any Federal, state or local governmental or quasigovernmental authority, board or agency having jurisdiction over the Property or the ownership thereof or operation of any business therein, in the name of or otherwise owned by Operating Tenant and which are necessary or desirable in connection with the use, operation or ownership of the Property, to the extent assignable, and any extensions, renewals or modifications thereof. "Permit" shall mean any one of the Permits. "Personalty" shall mean all right, title and interest of Operating Tenant in and to all goods, accounts, including, without limitation, the Hotel Accounts (as defined in the New Management Agreement), inventory, furniture, equipment, general intangibles, instruments, documents, chattel paper and all other personal property of any kind or character, including such items of personal property as defined in the UCC, now owned or hereafter acquired by Operating Tenant and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Property or which may be used in or relating to the planning, development, financing or operation of any of the property or other items included in this definition, including, without limitation, furniture, furnishings, inventory and articles of personal property and accessions thereto and renewals and replacements thereof and substitutions therefore, if any (including, but not limited to, beds, bureaus, chiffoniers, chests, chairs, desks, lamps, mirrors, bookcases, tables, rugs, carpeting, drapes, draperies, curtains, shades, venetian blinds, screens, paintings, hangings, pictures, divans, couches, luggage carts, luggage racks, stools, sofas, chinaware, linens, pillows, blankets, glassware, food carts, cookware, dry cleaning facilities, dining room wagons, keys or other entry systems, bars, bar fixtures, liquor and other drink dispensers, icemakers, radios, television sets, cable t.v. equipment, intercom and paging equipment, electric and electronic equipment, dictating equipment, private telephone systems, medical equipment, potted plants, beating, lighting and plumbing fixtures, fire prevention and extinguishing apparatus, cooling and airconditioning systems, elevators, escalators, fittings, plants, apparatus, stoves, ranges, refrigerators,

cutlery and dishes, laundry machines, tools, machinery, engines, dynamos, motors, boilers, incinerators, switchboards, conduits, compressors, vacuum cleaning systems, floor cleaning, waxing and polishing equipment, call systems, brackets, electrical sips, bulbs, bells, ash and fuel, conveyors, cabinets, lockers, shelving, spotlighting equipment, dishwashers, garbage disposals, washers and dryers), other customary hotel equipment, machinery, money, insurance proceeds, signage rights, accounts, contract rights, trademarks, logos, copyrights, goodwill, chattel paper, documents, trade names, licenses, rights of Operating Tenant under leases of Fixtures or other personal property or equipment, inventory, all refundable, returnable or reimbursable fees, deposits or other funds or evidences of credit or indebtedness deposited by or on behalf of Operating Tenant with any governmental authorities, boards, corporations, providers of utility services, public or private, including specifically, but without limitation, all refundable, returnable or reimbursable tap fees, utility deposits, commitment fees and development costs. "Plans" shall mean all plans, specifications, construction documents, shop drawings, change orders and construction change directives relating in any way to the development of any of the Property, including without limitation site grading, landscaping and construction or renovation of any improvements now or hereafter located on the Property, owned by Operating Tenant, together with all rights, privileges and appurtenances now or hereafter in any way belonging or pertaining thereto, all to the extent assignable. "Rents" shall mean all of Operating Tenant's right, title and interest in and to all of the rents, revenues, income, proceeds, profits, security and other types of deposits, and other benefits paid or payable by users of the Property, lessees, service providers and the like to Operating Tenant for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Property whether paid or accruing before or after the filing by or against Operating Tenant of any petition for relief under the Bankruptcy Code, including, without limitation, all income, receipts, revenues and credit card receipts collected from guest rooms, restaurants, bars, meeting rooms, banquet rooms, equipment rental, recreational facilities, telephone and television systems, guest laundry, the provision or sale of other goods and services, all receivables, customer obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of Property or tendering of services by Lender or any operator or manager of the hotel or the commercial space located in the Property or acquired from others (including, without limitation, from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and concession fees and rentals, health club membership fees, food and beverage wholesale and retail sales, service charges, vending machine sales, interest on security, tax, insurance and other escrow deposits, and any other items of revenue, receipts or other income as identified in the Uniform System of Accounts for Hotels, 8th Edition, International Association of Hospitality Accounts (1986), as from time to time amended, whether the foregoing are now or hereafter existing, all substitutions therefore and all proceeds thereof, whether cash or non-cash, movable or immovable, tangible or intangible and all proceeds, if any, from business interruption or other loss of income insurance on any of the property or other items included in this definition, to the fullest extent of the Operating Tenants interests therein. "Warranties" shall mean all of Operating Tenant's right, title and interest in and to all warranties, guarantees and other rights of Operating Tenant, direct and indirect, against manufacturers, dealers, suppliers, contractors, service providers and others in connection with any work done or to be done, service provided or to be provided or materials supplied or to be supplied for the Property, to the extent assignable.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM WASHINGTON DC LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2574577.1 7249635733

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM WASHINGTON DC LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

Wells Fargo Bank, N.A Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor
4. This FINANCING STATEMENT covers the following collateral:

Oakland

CA

94612

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Land Records of the District of Columbia / ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM WASHINGTON DC LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 LAND RECORDS OF THE DISTRICT OF COLUMBIA Debtor:

CHATHAM WASHINGTON DC LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Fee and Leasehold Deed of Trust and Security Agreement dated as of September 21, 2006, given by KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC) ("Original Borrower") and Innkeepers USA Limited Partnership, together for the benefit of Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), encumbering the Property, recorded September 26, 2006 as Document No. 2006130574 in the District of Columbia Public Records, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Debtor (also known below as "Borrower") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee for the benefit of Secured Party and its successors and assigns all of Debtor's right, title and interest in and to certain land in the District of Columbia, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

(a) Land. All of Borrower's right, title and interest in and to the Land; (b) Intentionally deleted.

(i) Leases and Rents. All leases (including, but not limited to, that certain Operating Lease (the "Operating Lease") dated _____________, 2011, between Borrower as Lessor, and Chatham Washington DC Leaseco LLC, as lessee, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the nmprovements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other pany thereto. heretofore or hereafter entered into (collectively, the "Lease<"), whether before or afler the filing by or against Borrower of any petition for relief under the Bankruptcy Code and all right. title and interest of Borrower. its successors and assigns therein and thereunder, including, without limitation, casb or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royal.ties and bonuses), all revenues and credit card receipts collected from the rental of guest rooms (whether to individuals, groups or transients), restaurants, room service, bars, honor bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer ob ligations, installment payment obligations and other obligations now existing or berea tier arising or created out of the sale, lease. sublease. license, concession or other grant of the right of the use and occupancy of propeny or rendering of services by Borrower or any operator or manager of the hotel or the commercial space located in the lm provements or acquired from others (including, without limitation. from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and ~oncession fees and rentals, health clu'b membership fees, food and beverage wholesale and retail s ales, service charges, vending machine sales, movie rentals, telephone service and proceeds, if any. from business interruption or other Joss of income insurance from the Land and the
Improvements whethe-r paid or accr1.1ing before or after the filing by or agajn.st Bol'J'l)wer of i111Y

petition for relief under the Bankruptcy Code, other than the rents from leases which are excluded from the definition of "Leases" above (collectively, the " Ren ts") and all proceeds from the sale or other disposi tion of the Leases and the right to receive and apply the Rents to the payment of the Debt;
(j) Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and he;reatler be made with respect to the Property, whether from che exercise of the right of eminent domain (including, but not limited to, any transfer made in U of or in anticipation of the exercise of the right), or for a change of grade, or for any other ieu injury to or decrease in the value of the Propeny;

(k) Insurance Proceeds. All proceeds in respect of the Propeny under any i.nsurance policies covering the Propeny, including, without limitation, the right to receive and

Together with all of Debtor's rights, title and interest in and to that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ______, 2011, between Chatham Washington DC Leaseco LLC, as lessee, Debtor and Secured Party, and the Operating Lease.

EXHIBIT A TO UCC-1 LAND RECORDS OF THE DISTRICT OF COLUMBIA Debtor:

CHATHAM WASHINGTON DC LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2570164.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM WASHINGTON DC LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

FIRST NAME CITY 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION

MIDDLE NAME STATE POSTAL CODE

SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

Wells Fargo Bank, N.A Wells Fargo Commercial Mortgage Servicing 1901 Harrison Street, 7th Floor
4. This FINANCING STATEMENT covers the following collateral:

Oakland

CA

94612

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State/ ML-CFC 2006-4 / 72496.34763 / BH

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM WASHINGTON DC LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM WASHINGTON DC LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Fee and Leasehold Deed of Trust and Security Agreement dated as of September 21, 2006, given by KPA Washington DC, LLC (formerly known as KPA Washington DC DT LLC) ("Original Borrower") and Innkeepers USA Limited Partnership, together for the benefit of Merrill Lynch Mortgage Lending, Inc. ("Original Lender"), encumbering the Property, recorded September 26, 2006 as Document No. 2006130574 in the District of Columbia Public Records, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Debtor (also known below as "Borrower") does hereby irrevocably mortgage, grant, bargain, sell, pledge, assign, warrant, transfer and convey to Trustee for the benefit of Secured Party and its successors and assigns all of Debtor's right, title and interest in and to certain land in the District of Columbia, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; together with all of the following described property, collectively, the "Property": COLLATERAL TO FOLLOW

(a) Land. All of Borrower's right, title and interest in and to the Land; (b) Intentionally deleted.

(i) Leases and Rents. All leases (including, but not limited to, that certain Operating Lease (the "Operating Lease") dated _____________, 2011, between Borrower as Lessor, and Chatham Washington DC Leaseco LLC, as lessee, subleases or subsubleases, lettings, licenses, concessions or other agreements (whether written or oral) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of the Land and the nmprovements, and every modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other pany thereto. heretofore or hereafter entered into (collectively, the "Lease<"), whether before or afler the filing by or against Borrower of any petition for relief under the Bankruptcy Code and all right. title and interest of Borrower. its successors and assigns therein and thereunder, including, without limitation, casb or securities deposited thereunder to secure the performance by the lessees of their obligations thereunder and all rents, additional rents, revenues, issues and profits (including all oil and gas or other mineral royal.ties and bonuses), all revenues and credit card receipts collected from the rental of guest rooms (whether to individuals, groups or transients), restaurants, room service, bars, honor bars, meeting rooms, banquet rooms and recreational facilities, all receivables, customer ob ligations, installment payment obligations and other obligations now existing or berea tier arising or created out of the sale, lease. sublease. license, concession or other grant of the right of the use and occupancy of propeny or rendering of services by Borrower or any operator or manager of the hotel or the commercial space located in the lm provements or acquired from others (including, without limitation. from the rental of any office space, retail space, guest rooms or other space, halls, stores, and offices, and deposits securing reservations of such space), license, lease, sublease and ~oncession fees and rentals, health clu'b membership fees, food and beverage wholesale and retail s ales, service charges, vending machine sales, movie rentals, telephone service and proceeds, if any. from business interruption or other Joss of income insurance from the Land and the
Improvements whethe-r paid or accr1.1ing before or after the filing by or agajn.st Bol'J'l)wer of i111Y

petition for relief under the Bankruptcy Code, other than the rents from leases which are excluded from the definition of "Leases" above (collectively, the " Ren ts") and all proceeds from the sale or other disposi tion of the Leases and the right to receive and apply the Rents to the payment of the Debt;
(j) Condemnation Awards. All awards or payments, including interest thereon, which may heretofore and he;reatler be made with respect to the Property, whether from che exercise of the right of eminent domain (including, but not limited to, any transfer made in U of or in anticipation of the exercise of the right), or for a change of grade, or for any other ieu injury to or decrease in the value of the Propeny;

(k) Insurance Proceeds. All proceeds in respect of the Propeny under any i.nsurance policies covering the Propeny, including, without limitation, the right to receive and

Together with all of Debtor's rights, title and interest in and to that certain Subordination of Operating Lease, Collateral Assignment and Attornment Agreement dated ______, 2011, between Chatham Washington DC Leaseco LLC, as lessee, Debtor and Secured Party, and the Operating Lease.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtor:

CHATHAM WASHINGTON DC LLC, A DELAWARE LIMITED LIABILITY COMPANY U.S. BANK NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF ML-CFC COMMERCIAL MORTGAGE TRUST 2006-4, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-4
LEGAL DESCRIPTION

Secured Party:

MIAMI 2567932.1 7249634763

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1a. INITIAL FINANCING STATEMENT FILE # 1b.

2006130676 2. TERMINATION:
3. 4.

RECORDED 09/26/2006

This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.

continued for the additional period provided by applicable law.

CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.
Debtor or Secured Party of record. Check only one of these two boxes. ADD name: Complete item 7a or 7b, and also item 7c; also complete items 7e-7g (if applicable).

5. AMENDMENT (PARTY INFORMATION): This Amendment affects

CHANGE name and/or address: Please refer to the detailed instructions in regards to changing the name/address of a party.

Also check one of the following three boxes and provide appropriate information in items 6 and/or 7. DELETE name: Give record name to be deleted in item 6a or 6b.

6. CURRENT RECORD INFORMATION:

6a. ORGANIZATION'S NAME

OR 6b. INDIVIDUAL'S LAST NAME

KPA WASHINGTON DC DT LLC

FIRST NAME

MIDDLE NAME

SUFFIX

7. CHANGED (NEW) OR ADDED INFORMATION:

7a. ORGANIZATION'S NAME

OR

7b. INDIVIDUAL'S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

7c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

7d. SEE INSTRUCTIONS

ADD'L INFO RE ORGANIZATION DEBTOR

7e. TYPE OF ORGANIZATION

7f. JURISDICTION OF ORGANIZATION

7g. ORGANIZATIONAL ID #, if any NONE

8. AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral deleted or added, or give entire restated collateral description, or describe collateral assigned.

9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendment.
9a. ORGANIZATION'S NAME

OR

9b. INDIVIDUAL'S LAST NAME

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

FIRST NAME

MIDDLE NAME

SUFFIX

10. OPTIONAL FILER REFERENCE DATA

Land Records of the District of Columbia / Innkeepers / ML-CFC 2006-4 / 72496.34763

FILING OFFICE COPY UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)
CAUCC3PNAT- 10/01/02 C T System Online

Instructions for UCC Financing Statement Amendment (Form UCC3)

Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especially Instruction 1a; correct file number of initial financing statement is crucial. Follow Instructions completely. Fill in form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. Filing office cannot give legal advice. Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use. An Amendment may relate to only one financing statement. Do not enter more than one file number in item 1a. When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item B and, if filing in a filing office that returns an acknowledgment copy furnished by filer, you may also send Acknowledgment Copy, otherwise detach. Always detach Debtor and Secured Party Copies. If you need to use attachments, you are encouraged to use either Amendment Addendum (Form UCC3Ad) or Amendment Additional Party (Form UCC3AP). Always complete items 1a and 9. A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional. B. Complete item B if you want an acknowledgment sent to you. If filing in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. 1a. File number: Enter file number of initial financing statement to which this Amendment relates. Enter only one file number. In some states, the file number is not unique; in those states, also enter in item 1a, after the file number, the date that the initial financing statement was filed. 1b. Only if this Amendment is to be filed or recorded in the real estate records, check box 1b and also, in item 13 of Amendment Addendum, enter Debtors name, in proper format exactly identical to the format of item 1 of financing statement, and name of record owner if Debtor does not have a record interest. Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (in item 5 you must check two boxes) or 8; also complete items 6, 7 and/or 8 as appropriate. Filer may use this Amendment form to simultaneously accomplish both data changes (items 4, 5, and/or 8) and a Continuation (item 3), although in some states filer may have to pay a separate fee for each purpose. 2. To terminate the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 2. See Instruction 9 below. To continue the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 3. See Instruction 9 below. To assign (i) all of assignors interest under the identified financing statement, or (ii) a partial interest in the security interest covered by the identified financing statement, or (iii) assignors full interest in some (but not all) of the collateral covered by the identified financing statement: Check box in item 4 and enter name of assignee in item 7a if assignee is an organization, or in item 7b, formatted as indicated, if assignee is an individual. Complete 7a or 7b, but not both. Also enter assignees address in item 7c. Also enter name of assignor in item 9. If partial Assignment affects only some (but not all) of the collateral covered by the identified financing statement, filer may check appropriate box in item 8 and indicate affected collateral in item 8. 5,6. To delete a party: Check box in item 5 to indicate whether deleting a Debtor or a Secured Party; also check box in item 5 to indicate that this is a deletion of a party; and also enter name (6a or 6b) of deleted party in item 6. 5,7. To add a party: Check box in item 5 to indicate whether adding a Debtor or Secured Party; also check box in item 5 to indicate that this is an addition of a party and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed. To include further additional Debtors or Secured Parties, attach Amendment Additional Party (Form UCC3AP), using correct name format. Note: The preferred method for filing against a new Debtor (an individual or organization not previously of record as a Debtor under this file number) is to file a new Financing Statement (UCC1) and not an Amendment (UCC3). 7d. Reserved for Financing Statement Amendments to be filed in North Dakota or South Dakota only. If this Financing Statement Amendment is to be filed in North Dakota or South Dakota, the Debtors taxpayer identification number (tax ID#) social security number or employer identification number must be placed in this box. 8. Collateral change. To change the collateral covered by the identified financing statement, describe the change in item 8. This may be accomplished either by describing the collateral to be added or deleted, or by setting forth in full the collateral description as it is to be effective after the filing of this Amendment, indicating clearly the method chosen (check the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). A partial release of collateral is a deletion. If, due to a full release of all collateral, filer no longer claims a security interest under the identified financing statement, check box 2 (Termination) and not box 8 (Collateral Change). If a partial assignment consists of the assignment of some (but not all) of the collateral covered by the identified financing statement, filer may indicate the assigned collateral in item 8, check the appropriate box in item 8, and also comply with instruction 4 above. Always enter name of party of record authorizing this Amendment; in most cases, this will be a Secured Party of record. If more than one authorizing Secured Party, give additional name(s), properly formatted, in item 13 of Amendment Addendum (Form UCC3Ad). If the indicated financing statement refers to the parties as lessee and lessor, or consignee and consignor, or seller and buyer, instead of Debtor and Secured Party, references in this Amendment shall be deemed likewise so to refer to the parties. If this is an assignment, enter assignor's name. If this is an Amendment authorized by a Debtor that adds collateral or adds a Debtor, or if this is a Termination authorized by a Debtor, check the box in item 9 and enter the name, properly formatted, of the Debtor authorizing this Amendment, and, if this Amendment or Termination is to be filed or recorded in the real estate records, also enter, in item 13 of Amendment Addendum, name of Secured Party of record.

3.

4.

5,6,7.To change the name of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new name (7a or 7b). If the new name refers to a Debtor complete (7c); also complete 7e-7g if 7a was completed. 5,6,7.To change the address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is an address change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new address (7c) in item 7. 5,6,7.To change the name and address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name/address change; also enter name of affected party (current record name) in items 6a or 6b as appropriate; and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed.
CAUCC3PNAT- 10/01/02 C T System Online

9.

10. This item is optional and is for filer's use only. For filer's convenience of reference, filer may enter in item 10 any identifying information (e.g., Secured Party's loan number, law firm file number, Debtor's name or other identification, state in which form is being filed, etc.) that filer may find useful.

EXHIBIT J-4 RIMV Assumption Documents

K&E 19239650

After recording, return to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attn: Post-Closing Department (Space Above For Recorder's Use Only)

LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT (CSMC 2007-C1; Loan No. M011054851) THIS LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT ("Agreement") is executed on _______________, 2011 (the "Effective Date"), and is entered into among WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 ("Lender"), having an address at c/o Berkadia Commercial Mortgage LLC, 118 Welsh Road, Horsham, Pennsylvania 19044, Attn: CBMS Asset Management, Re: CSMC 2007-C1; Loan No. M011054851; KPA RIMV LLC, a Delaware limited liability company ("Current Borrower"), GRAND PRIX RIMV LESSEE, LLC a Delaware limited liability company ("Existing Operating Lessee"), each having an address at Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, FL 33480, CHATHAM RIMV LLC, a Delaware limited liability company ("New Borrower"), and CHATHAM RIMV LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), each having an address at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Current Borrower and Existing Operating Lessee are hereinafter sometimes collectively referred to as "Current Borrower Parties". New Borrower and New Operating Lessee are hereinafter sometimes collectively referred to as "New Borrower Parties." Current Borrower Parties and New Borrower Parties are hereinafter sometimes collectively referred to as "Borrower Parties". PRELIMINARY STATEMENT A. Current Borrower is the current owner of the fee title to that certain real property ("Land") and the building and improvements thereon ("Improvements"), commonly known as a "Residence Inn by Marriott San Diego," more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the "Project").

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B. Lender is the current owner and holder of a loan ("Loan") in the original principal amount of $47,400,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto and any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the "Loan Documents"). The Loan is secured in part by the Project, which Project is described in and encumbered by the "Security Instrument" described on Exhibit B. C. The Project has been leased by Current Borrower to Existing Operating Lessee, pursuant to the terms of an Operating Lease Agreement dated as of October 4, 2006 by and between Current Borrower and KPA RIMV Lessee LLC, a Delaware limited liability company, as assigned to and assumed by Existing Operating Lessee (the "Existing Operating Lease"). D. Events of Default have occurred under the Loan Documents, due to, among other things, Current Borrowers filing with the United States Bankruptcy Court Southern District of New York (the Bankruptcy Court) a voluntary petition for relief on July 19, 2010 (the Bankruptcy Case), under Title 11 of the United States Bankruptcy Code (as amended, the "Bankruptcy Code"). E. In connection with that certain confirmation order of the Bankruptcy Court (the "Bankruptcy Order") confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance reasonably satisfactory to each of Lender and each of the Borrower Parties, in each of their respective reasonable discretions), Current Borrower Parties desire to: (i) sell its fee simple interest in the Project to New Borrower in accordance with the Bankruptcy Order; (ii) terminate the Existing Operating Lease; (iii) terminate the Existing Management Agreement (as defined below); and (iv) terminate the Existing Franchise Agreement (as defined below) (subsections (i) (iv) above, collectively, the "Current Borrower Actions"); and New Borrower Parties desire to: (a) purchase Current Borrower's fee simple interest in the Project; (b) to assume Current Borrower Parties obligations under the Loan Documents as such obligations have been modified in accordance with this Agreement; (c) lease the Project to New Operating Lessee pursuant to that certain Lease Agreement between New Borrower, as lessor, and New Operating Lessee, as lessee, dated as of even date herewith (the "Operating Lease"), as amended from time to time to the extent permitted under the Loan Documents; (d) cause New Operating Lessee to enter into a franchise license agreement with Marriott International, Inc. ("Franchisor") for the Project (the "Franchise Agreement"); (e) cause New Operating Lessee to enter into a new management agreement with Island Hospitality Management III, Inc., a Florida corporation ("Project Manager"); (f) amend the Loan Documents as provided herein (subsection (a) (e) above, collectively, the "New Borrower Actions). Current Borrower Actions and New Borrower Actions are hereinafter sometimes collectively referred to as "Requested Actions". F. The Security Instrument requires Lender's consent to the Current Borrower Actions and the New Borrower Actions. G. The Lender has agreed to consent to Current Borrower Actions and the New Borrower Actions, all on the terms and conditions hereinafter set forth. 2

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In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE 1 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS 1.1 Current Borrower Parties Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Current Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows; provided, however, that the following acknowledgments, warranties, representations and agreements shall terminate as of 12:01 am eastern standard time on the Effective Date (the Termination CutOff) and shall not survive beyond the Termination Cut-Off; provided, further, that the Current Borrower Parties shall have no liability for a breach or misrepresentation of the following acknowledgements, warranties, representations and agreements to Lender or the New Borrower Parties from and after the Termination Cut-Off: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of Current Borrower.

(i) Current Borrower. Current Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California, if required. Innkeepers USA Limited Partnership, a Virginia limited partnership ("Innkeepers LP") is the sole member of Current Borrower. Innkeepers LP, acting alone, without the joinder of any manager of Current Borrower or any other party, has the power and authority to execute this Agreement and the other documents to be executed in connection with the Requested Actions (the "Other Documents") and to duly bind Current Borrower hereunder and thereunder. Upon entry of the Confirmation Order, the execution and delivery of, and performance under, this Agreement and the Other Documents by Current Borrower has been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Current Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Borrower is a party or by which the Project may be bound or affected. (ii) Innkeepers LP. Innkeepers LP is a duly organized, validly existing limited partnership in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of California, if required. Innkeepers Financial Corporation ("IFC") is the sole general partner of Innkeepers LP. Upon entry of the Bankruptcy Order, IFC acting alone, without the joinder of any other partner of Innkeepers LP or any other 3

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party, has the power and authority to execute this Agreement and the Other Documents and to duly bind Innkeepers LP hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by Innkeepers LP on behalf of Current Borrower has been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Innkeepers LP or the certificate of limited partnership, limited partnership agreement or any other organizational document of Innkeepers LP or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Innkeepers LP is a party or by which the Project may be bound or affected. (iii) IFC. IFC is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of California, if required. Mark Murphy ("Authorized Officer") is the __________ of IFC. Upon receipt of the Bankruptcy Order, Authorized Officer, acting alone, without the joinder of any other officer or director of IFC or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind IFC hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by IFC, on behalf of Innkeepers LP and Current Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to IFC or the articles of incorporation, bylaws or any other organizational document of IFC or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which IFC is a party or by which the Project may be bound or affected. (c) Compliance with Laws. To Current Borrower's knowledge, and except as would not reasonably be expected to have a material adverse effect on the use and operation of the Project, Current Borrower possesses all licenses, permits and approvals required by any governmental body, each of which is valid and in full force and effect, and no provision, condition or limitation of any of the licenses, permits and approvals required has been materially breached or violated. (d) Leases. There are no tenant leases affecting the Project. The Existing Operating Lease is the only lease affecting the Project and is currently in full force and effect. Existing Operating Lessee is in possession of the leased premises. The Existing Operating Lease will be terminated as of the Effective Date. (e) Title to Project and Legal Proceedings. Current Borrower is the current owner of fee title of the Project. As of the Effective Date, Current Borrower has good and marketable title to the Project subject to those liens that are permitted under the Chatham APA (as defined in the Bankruptcy Order). (f) No Special Taxes. Current Borrower has no knowledge of, nor has received any notice of, any special taxes or assessments relating to the Project or any part thereof or any planned public improvements that may result in a special tax or assessment against the Project. 4

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(g) Litigation. Except for all claims or pending motions that have been asserted or filed prior to the date hereof by third parties against the Current Borrower Parties in the Bankruptcy Case, including any adversary proceedings in connection therewith, there is not pending or, to the knowledge of the Current Borrower, threatened, any action, suit, proceeding, claim, investigation, application or complaint (whether or not purportedly on behalf of a Current Borrower) against or affecting Current Borrower which in any way could materially and adversely affect the Project, in law or in equity, or which could affect the validity of this Agreement. (h) Loan Documents. The Loan Documents constitute valid and legally binding obligations of Current Borrower Parties and enforceable against Current Borrower Parties, as applicable, and the Project in accordance with their terms. Each Current Borrower Party , on behalf of itself and its heirs, successors and assigns, remises, releases, acquits, satisfies and forever discharges Lender, Lender's servicers (including, but not limited to Berkadia Commercial Mortgage LLC, as Master Servicer, and LNR Partners, LLC), and any subsidiary, affiliate or parent of Lender or of any of its servicers, and each of the foregoing parties' respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, shareholders, employees, agents, contractors, representatives, participants, heirs, and all of the respective successors and assigns of each of the foregoing (collectively, "Lender Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which each Current Borrower Party now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement relating in any way to (i) the Loan, (ii) the Loan Documents, (iii) the Bankruptcy Case, (iv) the Project and (v) any other agreement or transaction between any Current Borrower Party and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (i) - (iv) above, including without limitation, the Proof of Claim filed by Lender in the Bankruptcy Case. Each Current Borrower Party and Current Indemnitor (as defined on Exhibit B), for itself and its successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action (i) Existing Management Agreement. The Project is currently managed pursuant to the terms of a hotel management agreement dated June 29, 2007 (the "Existing Management Agreement") between Existing Operating Lessee and Island Hospitality Management, Inc., a Florida corporation. The Existing Management Agreement shall be terminated prior to the Effective Date. All sums due and payable thereunder have been or will be paid in full or will be discharged pursuant to the Bankruptcy Order. (j) Existing Franchise Agreement. That certain Residence Inn Marriot Relicensing Franchise License Agreement dated June 29, 2007 (the "Existing Franchise Agreement") pursuant to which Existing Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by Franchisor will have been 5

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terminated prior to the Effective Date and all sums due thereunder shall have been or will be paid in full as of the Effective Date or will be discharged pursuant to the Bankruptcy Order. (k) Operation of Property. Current Borrower and Existing Operating Lessee affirm that neither has taken any action that has caused a material adverse effect on the Project or the New Borrower Parties' ability to continue to use and operate the Project after the Effective Date in a manner consistent with the use and operations in place at the Project as of the Effective Date. (l) Personal Property. All of the personal property and inventory being conveyed by the Current Borrower and Existing Operating Lessee to New Borrower and New Operating Lessee or its designee are free and clear of all liens, leases and other encumbrances, except for encumbrances disclosed in writing to Lender. 1.2 Acknowledgments, Warranties and Representations of New Borrower Parties. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows, as of the Effective Date: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of California, if required. ___________ ("New Borrower Authorized Officer") as the ___________ of New Borrower, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower Authorized Officer on behalf of New Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of incorporation, bylaws or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected. (c) Authority of New Operating Lessee. New Operating Lessee is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of California, if required. ____________ ("New Operating Lessee Authorized Officer") as the ________________ of New Operating Lessee, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Operating Lessee under this Agreement as applicable. The execution and delivery of, and performance under, this Agreement as applicable by New Operating Lessee Authorized Officer on behalf of New Operating Lessee has been duly and properly authorized pursuant to all requisite corporate action 6

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and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Operating Lessee or the articles of incorporation, bylaws or any other organizational document of New Operating Lessee or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Operating Lessee is a party or by which the Project may be bound or affected. (d) Financial Statements. The financial statements and other information (the "Financial Statements") of Chatham Lodging Trust, a real estate investment trust ("Principal"), which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. To the knowledge of Principal, there has not been any material adverse change to the financial condition of Principal between the date of the delivery of the Financial Statements to Lender and the Effective Date. New Borrower agrees to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 19 of the Security Instrument. (e) Bankruptcy Proceedings. Neither New Borrower or its member, New Operating Lessee, Project Manager nor any entities which may be owned or controlled directly or indirectly by New Borrower or its member, New Operating Lessee, Project Manager ("Related Entities") has been a party to any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency law or laws providing relief for debtors within seven (7) years prior to the date of this Agreement. (f) New Borrower's Organizational Documents. New Borrower has not transacted any business in New Borrower's name since its formation. New Borrower is and will continue to be in full material compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents. (g) Non-Consolidation Opinion. New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated as of the Effective Date, delivered by New Borrower's counsel, Hunton & Williams, in connection with the Requested Actions (the "Non-Consolidation Opinion"), including but not limited to, any exhibits attached thereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered. New Borrower has caused and shall cause each entity other than New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not limited to, any exhibits attached thereto, to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct. (h) Insurance. To the extent the required insurance under the Operating Lease is insufficient to satisfy the insurance requirements under the Security Instrument; New 7

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Borrower agrees to provide any additional insurance coverage in order to comply with the terms of the Security Instrument. (i) Assets of New Borrower. As of the Effective Date, the only assets of New Borrower are its interest in the Project, the personal property owned by New Borrower and used in connection with the Project, its interest in New Operating Lessee and cash or cash equivalents. (j) Cash Management Agreement. New Borrower agrees and acknowledges that (i) that certain Cash Management Agreement between New Borrower, Lender, New Operating Lessee, Project Manager and Berkadia Commercial Mortgage, LLC, as Agent, dated as of the Effective Date (the "Cash Management Agreement") is in full force and effect, (ii) all actions have been taken to open any new accounts required thereunder for New Borrower and New Operating Lessee. New Borrower and New Operating Lessee shall take all the necessary actions under the Cash Management Agreement, including, the opening of the Lockbox Account and Cash Management Account (both as defined in the Cash Management Agreement) and execution by New Borrower, New Operating Lessee and Project Manager and/or its bank of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (k) Deposit Account Control Agreement. New Borrower agrees and acknowledges that (i) the Deposit Account Control Agreement is in full force and effect, and (ii) all actions have been taken to open any new accounts required thereunder for New Borrower. New Borrower shall execute and deliver to Lender an Amendment to Deposit Account Control Agreement (the "Amendment to Deposit Account Control Agreement") and shall take all the necessary actions under the Amendment to Deposit Account Control Agreement, including, the opening of the Account (as defined in the Deposit Account Control Agreement) and execution by New Borrower and/or New Operating Lessee of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (l) Property Improvement Plan/Immediate Repairs. In connection with the Franchise Agreement, Franchisor may require certain improvements and repairs to be made to the Project as more particularly set forth in the Property Improvement Plan dated _______________ (the "PIP"), a copy of which is attached hereto as Exhibit D and is made a part hereof. New Borrower shall comply and shall cause New Operating Lessee and Project Manager to comply with the terms and conditions of the PIP, timely complete such improvements and repairs within the time frames set forth in the PIP (or such longer time as Franchisor may agree), and provide written confirmation of such completion to Lender. Failure by New Operating Lessee to timely and materially complete the PIP as required thereunder (as extended by the Franchisor), which would allow Franchisor to terminate the Franchise Agreement, shall result in an Event of Default under the Loan Documents (subject to any cure period provided in the Loan Documents or the Franchise Agreement). (m) Liquor License. If applicable, Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to obtain a liquor license for use at the Project. New Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to provide Lender with copies of the application submitted for such liquor license. By its execution of a separate agreement with Lender, New Operating Lessee or Project Manager or its affiliate will, among 8

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other things, conditionally assign to Lender, all of New Operating Lessee or Project Manager or affiliate's right, title and interest in and to any liquor license being obtained by New Operating Lessee or Project Manager or its affiliate for the Project as additional security for the Loan and shall agree to reasonably cooperate with Lender in transferring and relinquishing the liquor license used at the Project to Lender or its designee upon an Event of Default (that is not cured in accordance with the Loan Documents) and an exercise of remedies by Lender under the Loan Documents. (n) Loans to Related Entities. There are no loans payable by New Borrower to any officers, directors or shareholders of New Borrower or any other Related Entities or other entities or persons. (o) New Borrower Parties' Interests. Except as provided in this Agreement, neither New Borrower nor any of its officers or directors is obtaining a loan to finance its interest in New Borrower or the Project or pledging its interest in New Borrower to any party. (p) Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that neither to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (EO13224), (ii) whose name appears on the United States Treasury Departments Office of Foreign Assets Control (OFAC) most current list of Specifically Designated Nationals and Blocked Persons (which list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports terrorism, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] [iv] above are herein referred to as a Prohibited Person). New Borrower covenants and agrees that to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be reasonably requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or 9

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avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224. (q) Loan Documents. The Loan Documents, from and after the Effective Date, as modified pursuant to this Agreement, are valid and legally binding obligations of New Borrower, enforceable against New Borrower and the Project in accordance with their terms. Except for the payment of the Principal Paydown (as defined below), this Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. Except for the payment of the Principal Paydown, New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and neither New Borrower nor New Operating Lessee shall impair the perfection or priority of said liens and security interests, which shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the Effective Date, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents. (r) No Default. To New Borrower's actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or an Event of Default by New Borrower under the Loan Documents. (s) Inspections. Other than that certain Property Condition Report for the Project dated _______________, prepared by ________________, under Project _____________, that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, and that certain Survey of the Project dated _____________, prepared by _____________________ under Project No. ______________, New Borrower has not obtained any other written inspection reports relating to the Project. Additionally, New Borrower has not obtained any tenant estoppel certificates from the tenants located at the Project that have not been delivered to Lender. (t) Reaffirmation. To New Borrower's actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the Effective Date; provided, however, to the extent any representation or warranty contained in the Loan Documents conflicts with any representation or warranty contained in this Agreement, then the representation and warranty contained in this Agreement shall control.

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(u) Additional Financing. New Borrower acknowledges and agrees that neither New Borrower nor any of its Related Entities shall have the right to obtain any mezzanine financing or additional financing other than the Loan in connection with the Project. (v) Annual Budget. Current Borrower, Existing Operating Lessee or an affiliate thereof has submitted to Lender the Budget (as defined in the Security Instrument) for the calendar year 2011 attached as Exhibit E, which Budget has been reasonably approved by Lender. New Operating Lessee shall provide Lender with a Budget for each subsequent calendar year in accordance with the Security Instrument. New Operating Lessee, or the Project Manager, as applicable, shall use commercially reasonable efforts to operate the Project in accordance with the approved Budget. (w) Operating Lease. New Operating Lessee shall lease the Project from New Borrower pursuant to the Operating Lease which agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee covenant and agree: (i) to comply with all material financial and other material terms and conditions of the Operating Lease, (ii) not to amend any material financial or other material term of the Operating Lease that may adversely affect New Borrower without obtaining the prior written consent of Lender, which consent may not be unreasonably withheld or delayed, (iii) not to assign, transfer or pledge (other than to Lender) any of their respective interests in the Operating Lease to any third party, (iv) not to consent or permit the assignment, pledge or other transfer of any right, title or interest in the Operating Lease or shares of New Operating Lessee to any third party, (v) not to sublease, license or otherwise grant any of its right to use any portion of the Project to any third party in violation of the Security Instrument; (vi) to pay to Lender any termination, consent or similar type fee paid or payable to New Borrower (as provided in the Operating Lease) in connection with any termination of any or part of the Operating Lease (the "Termination Fee") (which fee shall be held by Lender as security for the Loan, provided, however, the Termination Fee paid by New Borrower in accordance with this subsection (vi) shall be paid to Lender in a lump sum or as and when received by New Borrower and shall be credited against the next payment or payments (as applicable) due under the Loan Documents), and (vii) to use commercially reasonable efforts to enforce the terms and conditions of the Operating Lease. New Operating Lessee hereby acknowledges and agrees that if after the Effective Date a default or an Event of Default occurs and is continuing under the Loan Documents, Lender may elect, as one of its remedies under the Loan Documents (but not its exclusive remedy), to terminate the Operating Lease with respect to the Project, and Lender shall not be obligated to pay New Operating Lessee any termination fee or any other consideration (including, without limitation, the provision of another location in which to operate) in connection with Lender's termination of the Operating Lease. To the extent any of the terms and provisions of the Operating Lease conflict with the terms of the Loan Documents (including, without limitation, the required insurance and use of casualty or condemnation provisions), the terms and conditions of the Loan Documents shall prevail. Any material breach of the provisions of this Section by New Borrower or New Operating Lessee shall constitute an Event of Default under the Loan Documents, subject to notice as provided in the Loan Documents. (x) Management of Project. Project Manager shall manage the Project, pursuant to a written property management agreement between New Operating Lessee and Project Manager dated as of the Effective Date (the "New Management Agreement"), which 11

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New Management Agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee acknowledge that certain of the fees due under the New Management Agreement, and the material terms and provisions of the New Management Agreement, are subordinate to the Security Instrument. Neither New Borrower nor New Operating Lessee shall terminate, cancel, materially modify or revise, assign, renew or extend the New Management Agreement without Lender's prior written consent; provided, however, that New Operating Lessee shall be permitted to assign the New Management Agreement to an affiliate of Project Manager with Lender's consent, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply and shall cause New Operating Lessee to comply with all terms and conditions of the New Management Agreement. Lender recognizes that New Borrower is not a party to the New Management Agreement; however, the parties acknowledge that if New Operating Lessee changes Project Manager without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed in the event that the requested change of Project Manager by New Operating Lessee (and the accompanying assignment of the New Management Agreement) is to an affiliate of Project Manager), it shall constitute an Event of Default under the Loan Documents. The term "Management Agreement" or "management agreement" or such other similar term in the Loan Documents shall hereafter refer to the New Management Agreement. The term "Manager" or such other similar term in the Loan Documents shall hereafter refer to Project Manager. (y) New Franchise Agreement and Owner Agreement.

(i) The Franchise Agreement dated ____________, between New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender, pursuant to which New Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach, or violation existing thereunder by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower and New Operating Lessee acknowledge and agree that the fees due under the Franchise Agreement, and the terms and provisions of the Franchise Agreement, are subordinate to the Security Instrument. New Operating Lessee shall not terminate, cancel, amend or modify in any material respect, renew or extend the Franchise Agreement, or enter into any agreement relating to the right to operate the hotel located on the Project under a name and/or hotel system controlled by a franchisor other than Franchisor, without the prior express written consent of Lender, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply with, or cause New Operating Lessee to comply with, all material terms and conditions of the Franchise Agreement, including but not limited to the maintenance and operation of the facilities required to serve alcoholic beverages, if any. The term "Franchise Agreement" or such similar term in the Loan Documents shall hereinafter refer to the Franchise Agreement referred to herein. New Borrower shall deliver to Lender an unsigned comfort letter, in a form reasonably approved by New Franchisor, from New Franchisor in form and content reasonably acceptable to Lender prior to the Effective Date and an original comfort letter (in the form previously approved by Lender) executed by New Franchisor within seven (7) business days following the Effective Date. (ii) The Owner Agreement dated ________, 2011, among New Borrower, New Operating Lessee and Franchisor, a true and correct copy of which has been 12

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delivered to Lender (the "Owner Agreement"), is in full force and effect and there is no material default, breach, or violation existing thereunder by any party thereto and no event has occurred, that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower acknowledges and agrees that the fees, if any, due under the Owner Agreement, and the terms and provisions of the Owner Agreement, are subordinate to the Security Instrument. New Borrower shall (i) promptly perform and observe all of the material covenants required to be performed and observed by it under the Owner Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Owner Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each any financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Owner Agreement; and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the manager and lessee under the Owner Agreement. New Borrower shall not, without Lender's prior consent (not to be unreasonably withheld or delayed): (i) surrender, terminate or cancel the Owner Agreement; (ii) reduce or consent to the reduction of the term of the Owner Agreement; (iii) increase or consent to the increase of the amount of any charges under the Owner Agreement; (iv) otherwise materially modify, change, supplement, materially alter or amend, or waive or release any of its rights and remedies under, the Owner Agreement; or (vi) suffer or permit the occurrence of continuance a default beyond any applicable cure period under the Owner Agreement. ARTICLE 2 ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions, each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows: 2.1 Assumption of Loan. Except as modified pursuant to this Agreement, New Borrower hereby assumes the indebtedness due under the Note (as modified by the Principal Paydown), the Loan and all of Current Borrower Parties' other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents. 2.2 Indebtedness. Borrower Parties acknowledge and agree that as of __________, 2011 (the "Calculation Date") and prior to taking into account the Principal Paydown and any Cash Collateral Payments (as defined in that certain Stipulation by and between Innkeepers USA Trust, LNR Partners LLC and the Ad Hoc Committee of Preferred Shareholders), the outstanding principal balance of the Loan is $___________ and $___________ of accrued and unpaid interest calculated at the Note interest rate is due and payable by Current Borrower to the Lender as of the Effective Date. As of the Effective Date, Lender has received $_________________ in Cash Collateral Payments allocable to interest for this Project such that 13

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the net amount of all accrued and unpaid interest due to Lender from Current Borrower as of the Effective Date is $_______________ ("Unpaid Interest Amounts"), which Unpaid Interest Amounts shall be paid by Current Borrower on or prior to the Effective Date. As of the Calculation Date, Lender is holding the following escrow and reserve balances (collectively, "Escrow Balances"): (i) a tax escrow balance of $____________; (ii) an insurance escrow balance of $__________; (iii) a replacement reserve escrow balance of $_________; and (iv) a required repair reserve escrow balance of $______________. Further, Borrower Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Current Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents. 2.3 Assumption Fees. Simultaneously with or prior to the execution hereof, New Borrower shall pay to or has paid Lender: (i) an assumption fee equal to $__________, which is 1% of the outstanding principal balance of the Loan as calculated after the Principal Paydown; (ii) a liquidation fee equal to $__________, which is 1% of the Principal Paydown; (iii) an administration fee equal to $125.00; (iv) a flood determination fee equal to $15.00; and (v) an insurance review fee equal to $400.00, each of which New Borrower agrees are fees for new consideration and are not interest charged in connection with the Loan. 2.4 Payment of Transaction Costs and Expenses. New Borrower shall pay at the time of execution of this Agreement by Lender: (a) the reasonable legal fees and disbursements of Lender's counsel, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the transactions contemplated in this Agreement; (b) all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (c) the costs of updating Lender's policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender's option, the cost of obtaining a new Lender's policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement. 2.5 Post Closing Transfer of Licenses. Borrower Parties shall cause all licenses, permits and operating agreements required for the operation of the Project as it is currently being operated (collectively the "Licenses") to be transferred (to the extent the Licenses are transferable) or reissued into the name of New Borrower, New Operating Lessee and/ or Project Manager, as appropriate, within ninety (90) days after the Effective Date. The failure to timely transfer or obtain the Licenses in accordance with this Section 2.5 within ninety (90) days of the Effective Date shall constitute an Event of Default under the Security Instrument, provided however, so long as New Borrower Parties are diligently pursuing the transfer and/or issuance of Licenses and continue to provide Lender with updates of progress of such transfers and/or issuance, the New Borrower Parties shall have up to an additional ninety (90) days until an Event of Default shall be deemed to have occurred under the Security Instrument.

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2.6 Release and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, to the extent arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising prior to the Effective Date. 2.7 Further Assurances. Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement. 2.8 ACKNOWLEDGEMENT RE: MIXED UP PAGES IN PRIOR ASSUMPTION AGREEMENT - waiting for required language from title company. ARTICLE 3 ADDITIONAL PROVISIONS 3.1 Consent of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower. 3.2 Release of Current Indemnitor and Current Borrower. By its execution hereof, Lender hereby releases (i) Current Indemnitor (as defined in the Joinder by and Agreement of Current Indemnitor attached hereto (the "Current Indemnitor Joinder")) from its obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Effective Date in accordance with and subject to the terms of the Current Indemnitor Joinder and (ii) Current Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date with the exception of any liability of Current Borrower based upon (a) any material misrepresentation or other direct or indirect act or omission caused by the Current Borrower or any of its agents, affiliates, subsidiaries or representatives that would lead to liability under the Loan Documents and/or (b) its obligations under the Environmental Indemnity described on Exhibit B that are directly or indirectly caused, in anyway by Current Borrower or any of its agents, affiliates, subsidiaries or representatives or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Project 15

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prior to the Effective Date, or result from a violation of Environmental Law (as defined in the Environmental Indemnity) prior to the Effective Date. Current Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party. 3.3 UCC Filings. New Borrower Parties hereby grant and confirm unto Lender a first lien priority interest in all of New Borrower's and New Operating Lessee's personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code ("UCC"). New Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily limited to, the state of organization of New Borrower and New Operating Lessee and in the Records (collectively "Filings") in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties. For so long as the Loan, as modified by the Principal Paydown, has not been repaid and remains outstanding, New Borrower and New Operating Lessee hereby grant Lender an irrevocable power of attorney to file any Filings required to perfect Lender's security interests in the collateral described in the Loan Documents and this Agreement without further consent or approval (but with three (3) days prior written notice to New Borrower) of either New Borrower or New Operating Lessee. 3.4 References to Loan Documents and Amendment to Loan Documents. All references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in connection with the Requested Actions. New Borrower and New Operating Lessee hereby acknowledge and agree that a material breach by New Operating Lessee of any covenant, agreement and obligation set forth in the Loan Documents shall constitute an Event of Default under the Loan Documents. From and after the Effective Date, the Note 3.5 Amendment to Note. described on Exhibit B is amended as follows: (a) The term "Maker" shall mean and refer to New Borrower.

(b) The amount of principal and interest due for each "Monthly Debt Service Payment Amount" in paragraph (b) of the Note shall be an amount equal to $_________." (c) (d) (e) The term "Operator" shall mean and refer to New Operating Lessee. The term "Guarantor" shall mean and refer to New Indemnitor. The term "Manager" shall mean and refer to Project Manager.

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(f) For so long as New Borrower is the Maker under the Note, Sections 6 and 8 shall be deleted in their entirety and Section 6 shall be replaced with the following: "The Loan may be prepaid in whole, but not in part, at any time, together with accrued interest to the date of such prepayment on the principal amount prepaid, without penalty or premium, provided that if a prepayment is made otherwise than on a Monthly Payment Date, Maker shall pay interest to and including the last day of the calendar month in which the prepayment date occurs on the amount repaid." (g) From and after the Effective Date, the provisions of Section 14 shall remain unmodified and in full force and effect. (h) Maker's Tax Identification Number contained in Section 29 is hereby deleted and replaced with _____________. 3.6 Amendment to Security Instrument.

(a) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Accommodation Grantor" shall mean and refer to New Operating Lessee. (c) All references to "Operating Lease" in the Security Agreement shall hereinafter refer to the Operating Lease. (d) The Security Instrument is hereby amended so that from and after the Effective Date, New Borrower and New Operating Lessee shall be responsible for the covenants, representations and agreements contained therein. (e) The definitions for the following terms in Section 1 of the Security Agreement shall be revised and modified as follows: (i) operating lessee. (ii) Operating Lessee. (iii) (iv) Manager. (v) All references to the "Management Agreement" shall refer to the New Management Agreement. All references to "Guarantor" shall refer to Chatham Lodging Trust. All references to "Manager" shall hereinafter refer to Project All references to "Grantor" shall refer to New Borrower and New All references to "Accommodation Guarantor" shall refer to New

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(vi) The definition of "Phase I" shall be modified to add the following: that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, (f) The term "Sole Member" shall be deleted in its entirety and replaced with the term "Sole Equity Member", which shall mean and refer to Chatham Lodging Limited Partnership, a Delaware limited partnership. (g) For so long as New Borrower owns the Property and the Loan remains outstanding, the first paragraph (D) in Section 13(b ) shall be deleted and replaced with the following: "(D) (i) the issuance, grant sale, conveyance, transfer or other disposition of any shares of common stock the REIT and (ii) the issuance, grant, sale, conveyance, transfer or other disposition of the operating partnership units of Sole Equity Member, provided that at all times one hundred percent (100%) of general partnership interests in Sole Equity Member are beneficially owned and controlled by REIT. For all purposes hereof "REIT" shall mean Chatham Lodging Trust." (h) In Section 38(g) the definition of Substitute Manager shall be deleted and replaced with the following "an affiliate of Island Hospitality III, Inc. of which Jeffrey Fisher is the majority and controlling owner." (i) The addresses in Section 43 are hereby deleted in their entirety and replaced with the applicable addresses for Lender, New Borrower and New Operating Lessee, including the addresses for the required "copy" notices in Section 4.6 of this Agreement. (j) (k) the following: (i) The name and address of the record owner of the real estate and the Debtor described in the instrument is: CHATHAM RIMV LLC 50 Cocoanut Row, Suite 211 Palm Beach, Florida 33480 CHATHAM RIMV LEASECO LLC 50 Cocoanut Row, Suite 211 Palm Beach, Florida 33480 (ii) (iii) Borrowers Federal Tax ID No. is _______________. Accommodation Grantor's Federal Tax ID No. is _________________. The name of the Secured Party is: WELLS FARGO BANK, N.A., AS TRUSTEE 18 Section 69 is deleted in its entirety. Sections 71(b)(i), (ii) and (iii) are deleted in their entirety and replaced with

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c/o Berkadia Commercial Mortgage LLC 118 Welsh Road Horsham, Pennsylvania 19044 3.7 Amendment to Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Leases and Rents described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Operating Lessee and all references to the term "Assignee" shall mean and refer to New Borrower and 3.8 Amendment to Assignment of Assignment of Leases and Rents. From after the Effective Date, the Assignment of Assignment of Leases and Rents described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Borrower. 3.9 Amendment to Assignment of Contracts. From and after the Effective Date, the Assignment of Contracts described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Operating Lessee and all references to the term "Assignee" shall mean and refer to New Borrower 3.10 Amendment to Assignment of Assignment of Contracts. From and after the Effective Date, the Assignment of Assignment of Contracts described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Borrower. 3.11 Paydown on Effective Date. On the Effective Date, New Borrower shall pay to Lender the sum of $7,000,000.00 (the "Principal Paydown") which shall be applied to reduce the principal balance of the Loan and the amount secured by the Security Instrument to $______________. Lender shall waive any prepayment premium or other similar fee or penalty due in connection with the Principal Paydown. Lender hereby confirms that upon its receipt of the Principal Paydown and the full execution and delivery of this Agreement and all documents executed and/or required in connection with the Requested Actions, all accrued late fees and the unpaid accrued interest and default interest shall be waived by Lender. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 No Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law. 4.2 No Waivers. Except as otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of
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any other right or remedy. No action or forbearance by any party hereto contrary to the provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such party's rights under this Agreement without invalidating this Agreement. 4.3 Successors or Assigns. Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and inure to the benefit of the heirs, executors, legal representatives, successors, successors-in-title and assigns of the parties, whether so expressed or not. 4.4 Construction of Agreement. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm's length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary acts of Borrower Parties. 4.5 Invalid Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 4.6 Notices. Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses ("Communications") permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. 20

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Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above: Wells Fargo Bank, N.A., as Trustee c/o Berkadia Commercial Mortgage LLC CMBS Asset Management 118 Welsh Road Horsham, Pennsylvania 19044 Re: CSMC 2007-C1; Loan No. M011054851 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Servicing Re: CSMC 2007-C1; Loan No. M011054851 and, if given to Current Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Borrower, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________

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With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Operating Lessee, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________

4.7 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located. 4.8 Headings; Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement. 4.9 Modifications. The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, and except as modified herein, all other provisions of the Loan Documents shall remain in full force and effect. 4.10 Time of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender. 4.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

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4.12 New Indemnitor Joinder. New Indemnitor (as defined in the Joinder By and Agreement of New Indemnitor attached hereto) shall assume the obligations of Current Borrower and/or Current Indemnitor under the Guaranty and Environmental Indemnity pursuant to the Joinder by and Agreement of New Indemnitor attached hereto. 4.13 WAIVER OF TRIAL BY JURY. BORROWER PARTIES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: LENDER: WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2007-C1 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact

By: Print Name: ______________, President

Print Name:

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS: )

The foregoing instrument was acknowledged before me this _____ day of __________, 2011, by ______________, President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said limited liability company, as attorney-in-fact for WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, on behalf of the said trust. He _____ is personally known to me or _____ has produced a drivers license as identification. _______________________________________ Notary Public, State of Florida [AFFIX NOTARY STAMP ABOVE] Print Name:_____________________________ My Commission Expires:__________________

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: CURRENT BORROWER: KPA RIMV LLC, a Delaware limited liability company By: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: (SEAL) ____________, ______________

Print Name: Print Name:

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, the sole member of KPA RIMV LLC, a Delaware limited liability company, on behalf of the corporation, the limited partnership and the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: EXISTING OPERATING LESSEE: GRAND PRIX RIMV LESSEE, a Delaware limited liability company By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Grand Prix RIMV Lessee LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER: CHATHAM RIMV LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM RIMV LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW OPERATING LESSEE: CHATHAM RIMV LEASECO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM RIMV LEASECO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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EXHIBIT A
LEGAL DESCRIPTION

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EXHIBIT B LOAN DOCUMENTS 1. Deed of Trust Note, dated as of October 4, 2006, payable by KPA RIMV LLC, a Delaware limited liability company ("Current Borrower"), to Capmark Bank, a Utah industrial bank ("Original Lender"), in the original principal amount of Forty Seven Million Four Hundred Thousand and No/100 Dollars ($47,400,000.00) (the "Note"), as assigned to Lender. Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing (the "Security Instrument"), granted by Current Borrower and KPA RIMV LESSEE LLC, a Delaware limited liability company ("Original Operating Lessee"), to Chicago Title Insurance Company, as Trustee, for the benefit of Original Lender, dated as of October 4, 2006, and recorded on October 5, 2006 as File No. 2006-0710848 in the Official Records of San Diego County, California (the "Records"), as assigned to Lender. Assignment of Leases, Rents and Profits from Original Operating Lessee to Current Borrower dated as of October 4, 2006 and recorded as of October 5, 2006 as File No. 2006- 0710849 in the Records (the "Assignment of Leases and Rents"), as assigned to Lender. Assignment of Assignment of Leases, Rents and Profits from Current Borrower to Original Lender, dated as of October 4, 2006 and recorded as of October 5, 2006 as File No. 2006- 0710850 in the Records (the "Assignment of Assignment of Leases and Rents"), as assigned to Lender. UCC-1 Financing Statement, naming Original Operating Lessee as Debtor, Current Borrower as Assignor Secured Party and Original Lender as Total Assignee of Secured Party, recorded October 5, 2006, as Instrument No. 2006-0710851 in the Records, as assigned to Lender. UCC-1 Financing Statement, naming Current Borrower as Debtor and Original Lender as Secured Party, recorded October 5, 2006, as Instrument No. 2006-0710852 in the Records, as assigned to Lender. UCC-1 Financing Statement, naming Original Operating Lessee as Debtor, Current Borrower as Assignor Secured Party and Original Lender as Total Assignee of Secured Party, filed on or about October 4, 2006, in the Office of the Secretary of State of the State of Delaware, as assigned to Lender. UCC-1 Financing Statement, naming Current Borrower as Debtor, Original Operating Lessee as Additional Debtor and Original Lender as Secured Party, filed on or about October 4, 2006, in the Office of the Secretary of State of the State of Delaware, as assigned to Lender.

2.

3.

4.

5.

6.

7.

8.

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9.

Guaranty of Recourse Obligations, dated as of October 4, 2006, by Innkeepers USA Trust, a Maryland real estate investment trust ("Original Guarantor"), for the benefit of Original Lender (the "Guaranty"), as assigned to Lender. Environmental Indemnity Agreement, dated as of October 4, 2006, executed by Current Borrower and Original Guarantor, in favor of Original Lender (the "Environmental Indemnity"), as assigned to Lender. Assignment of Contracts, Licenses, Permits, Agreements, Warranties and Approvals, dated as of October 4, 2006 from Original Operating Lessee to Current Borrower (the "Assignment of Contracts"), as assigned to Lender. Assignment of Assignment of Contracts, Licenses, Permits, Agreements, Warranties and Approvals, dated as of October 4, 2006 from Current Borrower to Original Lender(the "Assignment of Assignment of Contracts"), as assigned to Lender. Loan Assumption, Affirmation and Modification Agreement dated as of June 29, 2007 by and among Current Borrower, Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1, as Lender ("Wells Fargo Bank, as Trustee"), Grand Prix RIMV Lessee LLC, a Delaware limited liability company ("Current Operating Lessee"), and Original Operating Lessee, as assigned to Lender. Consent, Subordination and Recognition Agreement, dated as of June 29, 2007, executed by Current Operating Lessee and Island Hospitality Management, Inc., a Florida corporation, in favor of the Wells Fargo Bank, as Trustee, as assigned to Lender. Substitution of Indemnitor and Assumption of Obligations of Indemnitor dated as of June 29, 2007, by and among Grand Prix Holdings, LLC, a Delaware limited liability company ("Current Indemnitor"), Current Borrower, Original Guarantor and Wells Fargo Bank, as Trustee, as assigned to Lender.

10.

11.

12.

13.

14.

15.

The documents referred to in item 1-15 and all those certain documents evidencing and securing the Loan are collectively referred to as the "Loan Documents".

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EXHIBIT C INTENTIONALLY DELETED

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EXHIBIT D PROPERTY IMPROVEMENT PLAN

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EXHIBIT D PROPERTY IMPROVEMENT PLAN (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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EXHIBIT E 2011 ANNUAL BUDGET

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EXHIBIT E 2011 ANNUAL BUDGET (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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SCHEDULE I Organizational Chart

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SCHEDULE I Organizational Chart (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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JOINDER BY AND AGREEMENT OF CURRENT INDEMNITOR The undersigned, GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Current Indemnitor"), under the Guaranty (the "Guaranty") executed in connection with the Loan described in the Loan Document Modification and Deed of Trust Assumption Agreement ("Agreement") to which this Joinder by and Agreement of Current Indemnitor ("Current Indemnitor Joinder") is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following: 1. Defined Terms. All capitalized terms used in this Current Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Reaffirmation of Guaranty. The Guaranty constitutes the valid, legally binding joint and several obligation of Current Indemnitor, enforceable against Current Indemnitor in accordance with their respective terms. By Current Indemnitor's execution hereof, Current Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which Current Indemnitor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty or any of the other Loan Documents. 3. Agreements of Current Indemnitor. Current Indemnitor consents to the execution and delivery of the Agreement by Current Borrower and New Borrower and agrees and acknowledges that, except as set forth in paragraph 5 below, the liability of Current Indemnitor under the Guaranty shall not be diminished in any way by the execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not limited to the Requested Actions. 4. Authority Representations by the Current Indemnitor. The execution and delivery of, and performance under, this Current Indemnitor Joinder, the Guaranty by Current Indemnitor will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Indemnitor is a party or by which the Project may be bound or affected. 5. Release of Current Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Current Indemnitor Joinder, the Security Instrument, or the other Loan Documents, Current Indemnitor's obligations under the Guaranty shall not apply with respect to, and by acceptance of this Current Indemnitor Joinder, Lender agrees that Current Indemnitor is hereby released from any and all of Current Indemnitor's obligations (the "Guaranteed Obligations") under the Guaranty for acts or events occurring or obligations arising after the Effective Date, unless such Guaranteed Obligations are caused by Current Borrower and/or Current Indemnitor and/or any of their agents prior to the Effective Date.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned Current Indemnitor has executed and delivered this Current Indemnitor Joinder to be effective as of the date of the Agreement. CURRENT INDEMNITOR: GRAND PRIX HOLDINGS LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of Grand Prix Holdings LLC, a Delaware limited liability company, on behalf of said company.

Notary Public, State of My Commission Expires:

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JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, Chatham Lodging Trust ("New Indemnitor"), the Principal referred to in the Agreement to which this Joinder by and Agreement of New Indemnitor (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty and Environmental Indemnity (all as defined in the Agreement) and pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following: 1. Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Benefit to New Indemnitor. New Indemnitor, owning a direct and/or indirect interest in New Borrower as a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions. 3. Assumption by New Indemnitor of Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean and refer to the New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to New Indemnitor. 4. follows: Amendment to Guaranty. (a) The Guaranty shall be revised and modified as

Section 2 shall be deleted in its entirety and replaced with the following:

"2. Recourse Liability shall mean the full personal and recourse liability of Guarantor to indemnify Lender for any or all loss, cost, liability, judgment, claim, damage or expense sustained, suffered or incurred by Lender (including, without limitation, Lenders reasonable attorneys fees) arising out of or attributable or relating to: (i) the Loan; fraud or material misrepresentation by Grantor or Guarantor in connection with

(ii) the gross negligence or willful misconduct of Grantor or Guarantor, their respective agents or employees, or the material physical waste of the Property; (iii) the breach of provisions in the Deed of Trust or any of the other Loan Documents concerning Environmental Laws, Hazardous Substances and Asbestos (as each such terms are defined in the Deed of Trust), and any indemnification of Lender in the Deed of Trust or any of

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the other Loan Documents with respect to such Environmental Laws, Hazardous Substances and Asbestos; (iv) the removal or disposal of any portion of the Property by while an Event of Default exists; (v) the conversion by Grantor or Guarantor of: (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property; (B) any awards or other amounts received in connection with the condemnation of all or a portion of the Property; or (C) rents, issues, profits, proceeds, accounts, or other amounts received by Grantor or Guarantor (in the case of clause (C) following an Event of Default under this Guaranty, the Note, the Deed of Trust, the Environmental Agreement or any of the other Loan Documents); (vi) Grantors failure to pay taxes, assessments, charges for labor or materials or other charges that may result in liens on any portion of the Property or Grantors failure to pay on a current basis the Taxes, Insurance Premiums and Other Charges pursuant to the terms of Section 6 of the Deed of Trust; (vii) Grantors failure to pay the deductible amount of any insurance maintained in respect of the Property; (viii) Grantors failure to materially comply with the Americans With Disabilities Act; (ix) criminal acts resulting in forfeiture of any of the Property; (x) any security deposits, advance deposits or retained rents and profits collected by and with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof; (xi) Grantors failure to obtain Lenders prior written consent if consent is required under the Loan Documents to any subordinate financing; (xii) Grantors failure to obtain Lenders prior written consent if consent is required under the Loan Documents to any transfer of the Property or of any ownership interest in Grantor; (xiii) Grantors failure to materially comply with the provisions of Section 11 of the Deed of Trust pertaining to their single purpose/single asset entity status (the SPE Covenants); (xiv) Grantors failure to provide all of the financial reports and information pertaining to the Property as required by the Deed of Trust unless such failure is the result of a good faith error and is cured within ten (10) days after written notice by Lender of such failure; (xv) Grantors material default under the PIP (as defined in the Deed of Trust) as agreed to by Operator and Franchisor from time to time, beyond the expiration of any notice or cure periods provided for in the PIP; and/or (xvi) default or breach under the Operating Lease (as defined in the Deed of Trust) by Grantor beyond any applicable grace or cure period provided for therein. In addition, the agreement of Lender not to pursue recourse liability as set forth in the Note SHALL BE AND BECOME NULL AND VOID and shall be of no further force or effect if: (i) any financial information concerning Grantor or Guarantor is fraudulent in any respect, contains any fraudulent information with respect to the financial condition of Grantor or Guarantor; (ii) a

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voluntary bankruptcy or insolvency proceeding is commenced by Grantor or a managing member of Grantor; or (iii) an involuntary bankruptcy or insolvency proceeding is commenced by any party against Grantor or a managing member of Grantor and is not unconditionally dismissed within ninety (90) days of filing and (A) either (1) at the time of the filing of such proceeding Grantor was in material breach of the SPE Covenants, or (2) Lender is able to prove collusion between Grantor or either of their Affiliates and the party commencing such action. Upon the occurrence of any of the foregoing events, subject to the limitation set forth in the first sentence in Section 3 herein, Grantor and Guarantor shall have full joint and several recourse liability for all sums due under the Loan Documents." (b) Section 3 is deleted in its entirety and replaced with the following:

"3. Notwithstanding anything contained in this Guaranty to the contrary, and only to the extent the actions described in Section 2(i)-(xvi) hereof and the last paragraph in Section 2 hereof are directly caused by Grantor, Borrower or Operating Lessee, or any other person (excluding Lender, its Affiliates, any entity owned or controlled by Lender or any other lender to Borrower under the Loan Agreement) that controls Borrower, Grantor or Operating Lessee, Guarantor hereby absolutely and unconditionally guarantees the prompt satisfaction and discharge of any and all Recourse Liability, without defense, offset, counterclaim or right of subrogation, each of which is hereby waived. This Guaranty is and shall be construed as a continuing, absolute and unconditional guaranty of payment, and not as a guaranty of collection. It is expressly understood and agreed that this is a continuing guaranty and that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances, without regard to the validity, regularity or enforceability of the Note or the other Loan Documents, a true copy of each of which documents Guarantor hereby acknowledges having received and reviewed." (c) Section 9 is revised so that "CT Corporation System" is revised to be "_____________________" having an address at ________________________. (d) Section 17 is deleted in its entirety and replaced with the following:

"17. Except as provided in Section 3 hereof, this Guaranty shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of power of sale, acceptance by Lender of a deed in lieu of foreclosure or repayment of the Loan." (e) The address for Guarantor in the Guaranty shall be revised to the address in Section 9 below and Lender's address shall be revised to the address for Lender in the Agreement. 5. Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of the Current Borrower's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder, including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements and liabilities of Current Borrower, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued and without regard to the Current Borrower's responsibility therefore, if any. New Indemnitor further agrees to pay, perform, and discharge each and every
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obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower. From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower" used in the Environmental Indemnity shall mean and refer to the New Borrower and the term "Guarantor" used in the Environmental Indemnity shall mean and refer to New Indemnitor. 6. Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement. 7. Authority Representations by New Indemnitor. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under the New Indemnitor Joinder and the Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor is a party or by which the Project may be bound or affected. 8. Notices to New Indemnitor. From and after the Effective Date, Lender shall deliver any notices to New Indemnitor which are required to be delivered pursuant to the Guaranty and Environmental Indemnity, or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to New Indemnitor at the following address: ____________________ ____________________ ____________________ Attn: ________________ Facsimile: ____________ All notices to be sent by New Indemnitor to Lender under the Guaranty and Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached. 8. Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement. NEW INDEMNITOR: CHATHAM LODGING TRUST, a real estate investment trust

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) )

ss:

The foregoing instrument was acknowledged before me this _____ day of ________, 2011, by ________________ as __________________ of Chatham Lodging Trust, a real estate investment trust, on behalf of the said trust. He is personally known to me or has produced a drivers license as identification.

NOTARY PUBLIC, STATE OF FLORIDA Print or Stamp Name of Notary My Commission Expires: [AFFIX NOTARY STAMP ABOVE]

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CONSENT, SUBORDINATION AND RECOGNITION OF MANAGEMENT AGREEMENT (CMSC 2007-C1; Loan No: M011054851) This CONSENT, SUBORDINATION AND RECOGNITION AGREEMENT (this "Agreement") dated as of the ____ day of __________, 2011 is made by and among CHATHAM RIMV LEASECO LLC, a Delaware limited liability company, having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Lessee"), WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, having an address at c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road Horsham, Pennsylvania 19044. RE: CMSC 2007-C1; Loan No: M011054851 ("Lender"), and ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, having an address at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 ("Manager"). WITNESSETH: WHEREAS, Capmark Bank, a Utah industrial bank ("Original Lender"), made a mortgage loan to KPA RIMV LLC, a Delaware limited liability company ("Original Borrower"), in the original principal amount of Forty Seven Million Four Hundred Thousand and No/100 Dollars ($47,400,000.00) (the "Loan") secured by a first mortgage lien on the hotel, land and personal property located at 1865 Hotel Circle, San Diego, California 92108 (collectively, the "Property"), which Loan is being assumed by Chatham RIMV LLC, a Delaware limited liability company ("Borrower"); WHEREAS, the Loan is evidenced by a certain Deed of Trust Note dated as of October 4, 2006, made by Original Borrower, as maker, in favor of Original Lender, as payee (the "Note") and is secured by, among other things, a certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006 granted by Original Borrower and KPA RIMV Lessee LLC, a Delaware limited liability company ("KPA Lessee"), collectively, as grantor, to the trustee named thereunder, for the benefit of Original Lender, as beneficiary, recorded on October 5, 2006 as Instrument No. 20060710848 in the Official Records of San Diego County, California, and encumbering the Property (the "Deed of Trust"), as thereafter assigned by KPA Lessee to Grand Prix RIMV Lessee, a Delaware limited liability company; WHEREAS, Original Lender assigned, sold and transferred its interest in the Loan and all Loan Documents (as defined below) to Lender, and Lender is the current holder of all of Original Lender's interest in the Loan and Loan Documents; WHEREAS, Original Borrower has requested the Lender consent to, among other things, (i) Borrower's purchase of the Property and Borrower's assumption of Original Borrower's obligations under the Loan Documents; (ii) Borrower leasing the Property to Operating Lessee pursuant to the terms of that certain lease agreement executed contemporaneously herewith between Borrower and Operating Lessee; and (iii) a change in the property manager of the Property (collectively, the "Transaction");

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WHEREAS, pursuant to that certain Loan Document Modification and Deed of Trust Assumption Agreement, as of even date herewith, executed by Original Borrower, Borrower, Operating Lessee and Lender (the "Assumption Agreement"), Borrower and Operating Lessee shall assume their respective obligations under the Deed of Trust and Loan Documents; WHEREAS, Operating Lessee and Manager have entered into, and are bound by the terms of, a certain Hotel Management Agreement dated as of even date herewith relating to the operation, supervision and management of the Property (the "Management Agreement"); WHEREAS, Lender requires, as a condition to granting its consent to the Transaction, that (i) Operating Lessee assign its interest in the Management Agreement to Lender as security for the Loan pursuant to the Deed of Trust (the Note, the Deed of Trust, the Assumption Agreement, this Agreement and all other documents executed in connection with the Loan, including any amendments, modifications, supplements or replacements thereof, collectively the "Loan Documents"), and (ii) Manager subordinate its interest in the management fees to payment of the Loan and to the lien of the Deed of Trust; and WHEREAS, it is a condition precedent to Lender's grant of its consent to the Transaction that Operating Lessee and Manager enter into this Agreement with Lender. NOW, THEREFORE, in consideration of the making of the Loan and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereby covenant, agree, represent and warrant as follows: 1. Certain Defined Terms. The following terms shall be defined as follows:

(a) "Senior Obligations" means the obligations of Borrower, whether now existing or hereafter from time to time accruing or arising, to repay the principal of, and to pay interest (including, without limitation, post-petition interest) on, the Loan (as modified by the Assumption Agreement) and all other amounts whatsoever now or hereafter due or arising under the Loan Documents. (b) "Subordinated Obligations" means the obligations of Operating Lessee, whether now existing or hereafter from time to time accruing or arising, to pay to Manager any and all fees and reimbursable expenses and other sums under or provided for in the Management Agreement (including, without limitation, any post-petition interest thereon). (c) Capitalized terms not defined herein shall have the meaning ascribed thereto in the Deed of Trust, a copy of which Manager acknowledges it has received. 2. Representations and Warranties. Manager hereby represents and warrants to Lender that as of the date hereof: (a) the Management Agreement is in full force and effect;

(b) Manager has delivered to Lender a true and complete copy of the Management Agreement, including all amendments thereto, and the Management Agreement is the only agreement in effect covering the subject matter thereof;

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(c) all fees, sums, charges, costs, expenses and other amounts due and payable under the Management Agreement have been paid except such amounts as are scheduled for payment in the next thirty (30) days, and no other fee, sum, charge, cost, expense, other amount or any right to any of the foregoing is currently accrued or accruing for payment to Manager in the future; (d) to Manager's knowledge, no notice of termination and/or cancellation has been given or received under the Management Agreement, no event or condition has occurred or exists under the Management Agreement which entitles either party thereto to give a notice of termination or cancellation under the Management Agreement (such an event, a "Termination Event"), and no event or condition has occurred or exists under the Management Agreement which with the passage of time or the giving of notice or both would constitute a Termination Event; and (e) to Manager's knowledge, there are no set-offs, counterclaims or defenses to the performance or observance of the covenants or agreements of the parties to the Management Agreement. 3. Covenants of Manager. covenants and agrees that it will: For so long as the Loan is outstanding, Manager

(a) (i) promptly perform and observe in all material respects all of the covenants and agreements to be performed and observed by it under the Management Agreement in accordance with the terms thereof, and (ii) simultaneously with the sending of written notice to Operating Lessee, notify Lender of any default by Operating Lessee under the Management Agreement of which Manager becomes aware; (b) not (i) reduce or permit the reduction of the term of the Management Agreement, (ii) increase or permit the increase of the amount of any fees payable under the Management Agreement, (iii) accept payment of fees in advance of when due under the Management Agreement, or (iv) otherwise materially modify any portion of the Management Agreement, orally or by a writing, in such a manner as to materially reduce or limit Manager's obligations thereunder; and (c) within twenty (20) days after reasonable demand by Lender, deliver to Lender a written statement certifying any condition or state of facts in connection with the Management Agreement which is reasonably requested by Lender. 4. Consent. Manager hereby consents to the assignment to Lender of Operating Lessee's rights under the Management Agreement, including Operating Lessee's interest in all accounts maintained under the Management Agreement, as security for Operating Lessee's obligations in respect of the Loan. Pursuant to the Deed of Trust, Lender shall be entitled to exercise any and all rights of Operating Lessee under the Management Agreement in accordance with the terms thereof, and Manager shall permit and comply in all respects with such exercise. Pursuant to Section 6 of this Agreement, Lender may cure any Operating Lessee's default under the Management Agreement, and may perform any act, duty or obligation required to be performed by Operating Lessee under the Management Agreement; provided, however, that

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nothing herein shall require Lender to cure any such default or to perform any such act, duty or obligation. 5. Subordination.

(a) Operating Lessee and Manager agree that (i) the Management Agreement and all right title and interest, if any, of Manager in and to the Property or any portion thereof shall be subordinate to the lien of the Deed of Trust and all right, title and interest of Lender in and to the Property, or any portion thereof, and (ii) the Subordinated Obligations shall, to the extent herein provided, be subject and subordinate to the prior payment, discharge and satisfaction in full of the Senior Obligations. Notwithstanding anything in this Agreement to the contrary, if and for so long as no Event of Default (as defined in the Deed of Trust) under any of the Loan Documents shall have occurred and shall be continuing, Operating Lessee may pay, and Manager may receive and retain payment of, the fees due and payable under the Management Agreement, and provided further that if an Event of Default under any of the Loan Documents shall have occurred and the Manager is not then in default under the Management Agreement, so long as the Manager continues to perform its obligations under the Management Agreement, Manager may receive and retain payment of, the fees due and payable under the Management Agreement. (b) Except as expressly permitted hereby, Manager will not request, demand, sue for, take, accept or receive from Operating Lessee, by set-off or otherwise, and Operating Lessee will not pay to Manager, any monies including, without limitation, fees and reimbursable expenses under or provided for in the Management Agreement (including, without limitation, any post-petition interest thereon), now or hereafter payable by Operating Lessee to Manager in respect of the Subordinated Obligations or any security therefor, until the final payment, discharge and satisfaction in full of the Senior Obligations. (c) Upon any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of Operating Lessee or the proceeds thereof, to creditors of Operating Lessee, or upon any indebtedness of Operating Lessee, by reason of the liquidation, dissolution or other winding up of Operating Lessee or Operating Lessee's business, or any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against Operating Lessee for any relief under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, whether in cash, securities or other property, which would otherwise be payable or deliverable by Operating Lessee to Manager in respect of any of the Subordinated Obligations (including, without limitation, interest and post-petition interest) shall be paid and delivered directly to Lender for application to the Senior Obligations (including, without limitation, post-petition interest), whether or not then due, until the Senior Obligations shall have first been fully paid, discharged and satisfied. Manager irrevocably authorizes and empowers Lender to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other actions, in Lender's own name or in the name of Manager or otherwise, as Lender may deem necessary or desirable for the enforcement of this Agreement. For the purposes set forth in the foregoing sentence, Manager appoints Lender its attorney in

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fact, which appointment is coupled with an interest and is irrevocable. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Lender shall not be entitled to exercise such appointment. Manager will execute and deliver to Lender any such additional documentation to evidence the foregoing, including, without limitation, powers of attorney, assignments or other instruments as may be reasonably requested by Lender in order to enable Lender to enforce any and all claims upon or with respect to any of the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable with respect to such Subordinated Obligations. (d) Manager shall forthwith deliver to Lender, in precisely the form received (endorsed or assigned by Manager as appropriate), any and all payments, distributions and security, and the proceeds thereof, paid to and received by Manager with respect to the Subordinated Obligations in violation of the foregoing provisions for application to the Senior Obligations (including, without limitation, post-petition interest). Until so delivered, all such payments, distributions and security and the proceeds thereof shall be held by Manager, in trust, as the property of Lender. In the event of Manager's failure to endorse or assign any such payments, distributions, security or proceeds, Lender is hereby irrevocably authorized to do so on Manager's behalf. (e) For so long as any of the Senior Obligations (including, without limitation, post-petition interest) remain outstanding, Manager will not assign or transfer to any third party any claim which it has or may hereafter have against Operating Lessee in respect of any of the Subordinated Obligations, unless such assignment or transfer is made expressly subject to the terms and conditions hereof in an instrument in form and substance satisfactory to Lender. (f) At any time and from time to time, Lender may enter into such agreements with Operating Lessee as it deems appropriate extending the time of payment of, or renewing or otherwise altering the terms of, all or any of the Senior Obligations, without notice to Manager and without in any way impairing or affecting the obligations of Manager hereunder. (g) Lender's right to enforce this Agreement in respect of the Subordinated Obligations shall not be prejudiced by any act or failure to act on the part of Operating Lessee or anyone in custody of Operating Lessee's assets or property. (h) In the event of a transfer of title to the Property to Lender or its designee or pursuant to any other purchaser following a foreclosure or other disposition of title, such transferee shall take title to the Property free and clear of any interest of Manager or any affiliate of Manager. Manager agrees that any judgment lien obtained by it or an affiliate shall be junior and subordinate to the interests of Lender in the Property. Lender shall not be required to join or name Manager in any foreclosure or other enforcement action to effect the subordination described in this Section, although Lender may choose to do so for avoidance of doubt or for the benefit of title insurance. 6. Defaults; Right to Cure.

(a) Manager shall give Lender prior written notice of any default by Operating Lessee under the Management Agreement with respect to which Manager intends to

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take any action (including, without limitation, any action to terminate the Management Agreement and/or to withhold any payments thereunder). Manager shall not take any action with respect to such default until the expiration of thirty (30) days after Lender's receipt of such notice; provided, however, that if, under the Management Agreement, Operating Lessee is entitled to more than thirty (30) days in which to cure such default, then Lender shall similarly be entitled to such longer cure period. If such default has not been cured by the expiration of the applicable cure period provided herein, regardless of whether an Event of Default has occurred and is continuing under the Loan Documents, or whether Lender has exercised any rights or remedies with respect thereto, Manager shall have all the rights otherwise available to it under the Management Agreement and at law (including, without limitation, the right to terminate the Management Agreement). (b) If the Management Agreement is rejected by a trustee or debtor-inpossession in any bankruptcy or insolvency proceeding involving Operating Lessee, and if within sixty (60) days after such rejection (or such shorter period within which Manager may be required to cease its activities pursuant to such a proceeding, but in no event later than ten (10) days prior to any such required cessation of activities) Lender shall certify in writing to Manager that it intends to perform the obligations of Operating Lessee as and to the extent required under the Management Agreement and subject to Section 9 hereof, upon Lender's request Manager will execute and deliver to Lender a new Management Agreement. Manager and Lender shall agree under such new Management Agreement to perform the obligations contemplated to be performed by Manager and Operating Lessee, respectively, under the original Management Agreement, and such new Management Agreement shall be for a term equal to the remaining term under the original Management Agreement before giving effect to such rejection. Such new Management Agreement shall contain the same conditions, agreements, terms, provisions and limitations as the original Management Agreement (except for any requirements which were fulfilled by Operating Lessee prior to such rejection). 7. Right to Terminate.

(a) Upon a minimum of ten (10) days prior notice, at any time after acquiring title to the Property, through foreclosure, deed in lieu of foreclosure, appointment of a receiver, a transfer of title pursuant to a bankruptcy order, or the exercise of any other remedy under the Loan Documents (collectively, a "Foreclosure"), Lender (or its designee) or any other purchaser (a "Subsequent Owner") following a foreclosure or other disposition of title, may terminate the Management Agreement without cause by written notice to Manager. Upon such termination, unless expressly assumed in writing by Lender, Lender shall not have any liability to Manager for any unpaid fees or expenses of any kind including, without limitation, any termination fees, penalties or any accrued employee benefits under the Management Agreement. (b) At any time after a Foreclosure, Lender or other Subsequent Owner may exercise all rights of Operating Lessee under the Management Agreement to terminate the Management Agreement in accordance with the terms thereof. (c) Upon any termination or expiration of the Management Agreement, the Manager, at no cost to Manager, shall reasonably cooperate with and assist Lender (or its

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designee) or other Subsequent Owner to effect a smooth transition of operational control of the Property, including without limitation: (i) to the extent of Manager's interest, using reasonable efforts in surrendering and assigning to Lender (or its designee) or such Subsequent Owner any and all licenses (including food, beverage and liquor licenses), permits and/or governmental authorizations required for the operation of the Property; (ii) managing agent; reasonably assist in the transition of employees to the new

(iii) delivering to Lender (or its designee) or such Subsequent Owner all keys, locks and safe combinations, reservation lists, ledgers, bank statements for the Property accounts, books and records, insurance policies, bonds and other documents, agreements, leases and licenses required for the operation of the Property; and (iv) remitting to Lender (or its designee) or such Subsequent Owner the balance of any Property accounts. 8. Attornment. At any time after Lender or other Subsequent Owner has acquired title to the Property, Manager shall attorn to Lender or other Subsequent Owner and be bound by all of the terms, covenants and conditions of the Management Agreement for so long as the Management Agreement shall be in effect, including through the term of any extensions or renewals thereof, with the same force and effect as if Lender or other Subsequent Owner were a party to the Management Agreement, and Lender or other Subsequent Owner shall have no liability to Manager for any unpaid fees or expenses of any kind arising prior to the Foreclosure. Such attornment shall be effective and self-operative as an agreement between Manager and Lender or other Subsequent Owner without the execution of any further instruments on the part of any party; provided, however, that at Lender's request, Manager shall execute an instrument confirming such attornment. 9. Liability of Lender. Manager acknowledges that upon succeeding to the interest of Operating Lessee under the Management Agreement, Lender shall not be: (a) liable for any act, omission or default of Operating Lessee under the Management Agreement; (b) Operating Lessee; subject to any offsets or defenses which Manager might have had against

(c) liable for any fees or commissions due to Manager for any period prior to the date when Lender succeeded to such interest; (d) bound by any sums or deposits which Manager may have paid to Operating Lessee unless such sums were actually paid and delivered to Lender; or (e) bound by any amendment or supplement of the Management Agreement made without Lender's prior written consent (unless such consent was unreasonably withheld).

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10. Financial Documents and Other Reporting. [Within seven (7) business days after written request by Lender, Manager and/or Operating Lessee shall provide to Lender copies of the financial and other reports set forth in Section 5.03 and Section 5.04 of the Management Agreement. Within seven (7) business days after written request by Lender, Manager and Operating Lessee shall provide Lender with a copy of the quarterly and annual reports delivered by Manager to Operating Lessee as required by Section 5.03(A) of the Management Agreement.] [Under review] 11. Annual Plan. Manager and Operating Lessee acknowledge that Lender shall have all of the same rights of Operating Lessee to review and approve the portion of the Annual Plan (as such term is defined in the Management Agreement) as set forth in Section 3.02 in the Management Agreement that only relates to Budget (as defined in the Deed of Trust) (the "Lender Annual Plan") as set forth in Section 7 of the Deed of Trust. For the avoidance of doubt, the parties hereto agree that the Lender shall have no further rights to approve the Budget, Annual Plan or any other type of financial projections or documentation with respect to the Property other than as set forth in this Section 11 and Section 7 of the Deed of Trust. Manager hereby covenants and agrees to submit copies of the Lender Annual Plan to Lender simultaneously with its delivery of same to Operating Lessee. 12. Covenants of Operating Lessee, Manager and Borrower. Operating Lessee and Manager hereby covenant and agree (i) to promptly deliver to Lender copies of all written notices of default given under the Management Agreement; and (ii) subject to the Assumption Agreement, not to materially amend the Management Agreement without the prior written consent of Lender, such consent not to be unreasonably withheld or delayed. Furthermore, Borrower, Operating Lessee and Manager agree that Lender may terminate the Management Agreement (i) in the event Borrower or Operating Lessee fails to terminate the Management Agreement after written instruction to do so by Lender within ten (10) business days after an event of default under the Management Agreement beyond applicable cure periods, (ii) in the event that Operating Lessee has given Manager written notice of an event of default under the Management Agreement beyond applicable cure periods, or (iii) by giving ten (10) business days' notice to Manager upon the Lender (or a successor owner, as the case may be) obtaining (A) in accordance with the Deed of Trust, title to the Property (or any portion thereof) whether by foreclosure, deed-in-lieu of foreclosure, bankruptcy sale or otherwise, and/or (B) in accordance with the Deed of Trust, possession of the Property (or any portion thereof) whether personally or through an agent, a receiver or a trustee. If Lender elects to terminate the Management Agreement in accordance with this Paragraph 12, Borrower, Operating Lessee and Manager understand and agree that Manager shall look solely to Borrower and/or Operating Lessee for any and all fees, charges or other sums payable to Manager under the Management Agreement. If the Management Agreement shall be so terminated by Lender, Manager agrees to cooperate with the Lender in accordance with Section 7 of this Agreement. 13. No Waiver. No failure to exercise, and no delay in exercising, and no course of dealing with respect to, any power, remedy or right under this Agreement by Lender shall operate as a waiver thereof, nor shall any single or partial exercise thereof by Lender preclude any other or further exercise thereof or the exercise of any other power, remedy or right. The remedies provided herein are cumulative and not exclusive of any remedies available at law or under the Loan Documents.

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14. Notice. All notices, demands, statements, requests, consents, or other communications hereunder shall be deemed to have been properly given if in writing and (a) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof, (b) one (1) business day after having been deposited for overnight delivery with any reputable overnight courier service, or (c) three (3) business days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the address, as set forth above, of the party to whom such notice is to be given, or to such other address or additional party as Manager, Operating Lessee or Lender, as the case may be, shall in like manner designate in writing. 15. Amendments, Waivers in Writing. This Agreement cannot be amended except by an agreement in writing, signed by Lender, Operating Lessee and Manager, and no provision hereof may be waived except by an instrument in writing signed by Lender. 16. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the state where the Property is located. 17. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be illegal, invalid and/or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is illegal, invalid and/or unenforceable, as the case may be, shall not be affected, and each provision of this Agreement shall be legal, valid and enforceable to the extent permitted by law. The illegality, invalidity and/or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the legality, validity and/or enforceability thereof in any other jurisdiction. 18. Expenses. If any suit or other proceeding is instituted by Lender to enforce this Agreement (or any portion hereof), Operating Lessee shall pay, upon demand, all reasonable outof-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Lender in connection therewith. The obligations of Operating Lessee under this Section shall survive the expiration or termination of this Agreement. 19. References to Lender. Each reference herein to "Lender" shall be deemed a reference to "Lender, its successors and/or assigns, as the case may be". If Lender shall sell or assign its interest in and to the Loan, all of Lender's rights hereunder shall be and become the rights of such successor or assignee, exercisable by it as if such successor or assignee was itself a party hereto. 20. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their permitted successors and assigns. Notwithstanding the foregoing, neither Operating Lessee nor Manager may assign its rights or obligations hereunder without the prior written consent of Lender, which consent Lender may withhold in its sole discretion.

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21. Section Headings. The Section headings used in this Agreement are for convenience of reference only and do not constitute part of this Agreement for any purpose, and shall not be deemed to limit or expand the express terms hereof. 22. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING BROUGHT BY ANY PARTY, DIRECTLY OR INDIRECTLY INVOLVING ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. 23. Submission to Jurisdiction. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY CALIFORNIA STATE OR FEDERAL COURT SITTING IN ORANGE COUNTY HAVING JURISDICTION OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY PARTY HERETO MAY, AT ITS SOLE DISCRETION, ELECT THE STATE OF CALIFORNIA, ORANGE COUNTY, OR THE UNITED STATES OF AMERICA FEDERAL DISTRICT COURT HAVING JURISDICTION OVER ORANGE COUNTY AS THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO SUCH VENUE AS BEING AN INCONVENIENT FORUM. 24. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 25. Time of Essence. Time is of the essence of this Agreement and of each and every term, covenant and condition herein. 26. Transfer of Loan. The terms and provisions of Sections 21, 22 and 23 of the Note are incorporated by reference herein. [SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, Operating Lessee, Lender and Manager have executed and delivered this Consent, Subordination and Recognition Agreement under seal as of the day and year first above written. OPERATING LESSEE: CHATHAM RIMV LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: _______________________________ Name: Jeffrey L. Fisher Title: President

LENDER: WELLS FARGO BANK, NA., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-infact

By:

_______ Larry Golinsky, President

MANAGER: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

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ACKNOWLEDGED TO AND AGREED BY: CHATHAM RIMV LLC, a Delaware limited liability company

By:

_______________________________ Name: Jeffrey L. Fisher Title: President

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CASH MANAGEMENT AGREEMENT

Dated: as of __________, 2011

among

CHATHAM RIMV LLC, as Borrower,

WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, as Lender,

BERKADIA COMMERCIAL MORTGAGE, LLC, as Agent,

and

CHATHAM RIMV LEASECO LLC, as Operating Lessee,

and

ISLAND HOSPITALITY MANAGEMENT III, INC., as Manager

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TABLE OF CONTENTS ARTICLE I. Section 1.1 Section 1.2 ARTICLE II. Section 2.1 Section 2.2 Section 2.3 Section 2.4 ARTICLE III. Section 3.1 Section 3.2 Section 3.3 ARTICLE IV. Section 4.1 Section 4.2 Section 4.3 ARTICLE V. Section 5.1 Section 5.2 Section 5.3 Section 5.4 ARTICLE VI. Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 ARTICLE VII. Section 7.1 DEFINITIONS................................................................................................. 2 General ................................................................................................. 2 Other Capitalized Terms ...................................................................... 8 THE ACCOUNTS ........................................................................................... 8 Establishment of the Accounts............................................................. 8 Account Name ..................................................................................... 8 Eligible Account .................................................................................. 9 Permitted Investments .......................................................................... 9 Deposits into Lockbox Account......................................................... 10 Additional Deposits ........................................................................... 11 Application of Funds in the Lockbox Account .................................. 11 DISBURSEMENTS....................................................................................... 11 Withdrawals ....................................................................................... 12 Sole Dominion and Control of Cash Management Account and Subaccounts ....................................................................................... 12 Disbursements to Borrower Remainder Account .............................. 12 PLEDGE OF ACCOUNTS............................................................................ 12 Security for Obligations ..................................................................... 12 Rights on Default ............................................................................... 13 Financing Statement; Further Assurances ......................................... 13 Termination of Agreement ................................................................. 13 RIGHTS AND DUTIES OF LENDER AND AGENT ................................. 14 Reasonable Care................................................................................. 14 Indemnity ........................................................................................... 14 Reliance.............................................................................................. 14 Resignation or Termination of Agent ................................................ 15 Agent Appointed Attorney-In-Fact .................................................... 15 REMEDIES.................................................................................................... 16 Remedies ............................................................................................ 16 DEPOSITS ..................................................................................................... 10

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Section 7.2 ARTICLE VIII. Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 Section 8.6 Section 8.7 Section 8.8 Section 8.9 Section 8.10 Section 8.11 Section 8.12 Section 8.13 Section 8.14 Section 8.15 Section 8.16

Waiver ................................................................................................ 16 MISCELLANEOUS ...................................................................................... 16 Transfers and Other Liens .................................................................. 16 Lender's Right to Perform Borrower Obligations; No Liability of Lender ............................................................................................ 16 No Waiver .......................................................................................... 17 Expenses ............................................................................................ 17 Intentionally Omitted ......................................................................... 18 Entire Agreement ............................................................................... 18 Intentionally Omitted ......................................................................... 18 Successors and Assigns...................................................................... 18 Notices ............................................................................................... 18 Captions ............................................................................................. 19 Governing Law .................................................................................. 19 Counterparts ....................................................................................... 20 Interpleader ........................................................................................ 20 Conflicts ............................................................................................. 21 Exculpation ........................................................................................ 21 Trial by Jury ....................................................................................... 21

ii
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CASH MANAGEMENT AGREEMENT (CMSC 2007-C1; LOAN NO: M011054851) CASH MANAGEMENT AGREEMENT (this "Agreement"), dated as of ______________, 2011, among CHATHAM RIMV LLC, a Delaware limited liability company, having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Borrower"), WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, having an address at c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road Horsham, Pennsylvania 19044. RE: CMSC 2007-C1; Loan No: M011054851 ("Lender"), ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, having an address at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 (in its capacity as manager under the Management Agreement referenced below, "Manager"), CHATHAM RIMV LEASECO LLC, a Delaware limited liability company, having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 (in its capacity as operating lessee under the Operating Lease referenced below, "Operating Lessee") and BERKADIA COMMERCIAL MORTGAGE, LLC, a _______________ limited liability company, having an address at ___________________________________ ("Agent"). WITNESSETH: WHEREAS, pursuant to that certain Deed of Trust Note dated as October 4, 2006 by KPA RIMV LLC, a Delaware limited liability company ("Original Borrower"), in favor of Capmark Bank, a Utah industrial bank ("Original Lender") (as the same may hereafter be further amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the "Note"), Original Lender made a loan (the "Loan") to Original Borrower in the original principal amount of Forty Seven Million Four Hundred Thousand and No/100 Dollars ($47,400,000.00), which Loan is evidenced by the Note and secured by (i) certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006 granted by Original Borrower and KPA RIMV Lessee LLC, a Delaware limited liability company, collectively, as grantor, to the trustee named thereunder, for the benefit of Original Lender, as beneficiary, recorded on October 5, 2006 as Instrument No. 2006-0710848 in the Official Records of San Diego County, California, and encumbering the Property (the "Deed of Trust") covering that certain property as more particularly described in the Deed of Trust (the "Property"); (ii) that certain Lease Assignment (as defined in the Deed of Trust); (iii) that certain Assignment of Lease Assignment (as defined in the Deed of Trust), and (iii) the other Loan Documents (as defined in the Assumption Agreement, as defined below), which Loan is being assumed by Borrower pursuant to that certain Loan Document Modification and Deed of Trust Assumption Agreement, as of even date herewith, executed by Original Borrower, Borrower, Operating Lessee and Lender (the "Assumption Agreement"); WHEREAS, pursuant to the Note, the Deed of Trust, the Lease Assignment and the Assignment of Lease Assignment, each as assumed pursuant to the Assumption Agreement, Borrower and Operating Lessee have granted to Lender a security interest in all of Borrower and Operating Lessee's right, title and interest in, to and under the Revenues (as defined below) and

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has assigned and conveyed to Lender all of Borrower and Operating Lessee's right, title and interest in, to and under the Revenues due and to become due to Borrower and Operating Lessee; WHEREAS, in order to fulfill Borrower's obligations under the Loan Documents, Borrower and Operating Lessee have agreed that all Revenues from the Property will be deposited directly into the Lockbox Account (as defined below) and shall be applied as hereinafter set forth; WHEREAS, Operating Lessee and Manager have entered into that certain Hotel Management Agreement, with respect to the Property, pursuant to which Manager has agreed to manage the Property and Manager joins herein at Borrower and Operating Lessee's request and direction; and WHEREAS, Borrower and Operating Lessee have entered into that certain Lease Agreement, with respect to the Property, pursuant to which Operating Lessee has agreed to lease and operate the Property and Operating Lessee joins herein at Borrower's request and direction. NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I. DEFINITIONS Section 1.1 definitions: General. As used herein, the following terms shall have the following

"Accounts" shall mean the Lockbox Account, the Cash Management Account and each Subaccount thereof including but not limited to the Replacement Reserve Account. "Agent" shall have the meaning set forth in the preamble hereof, together with its successors and assigns. "Agreement" shall mean this Agreement. "Assignment of Lease Assignment" shall have the meaning set forth in the Recitals hereto. "Borrower" shall have the meaning set forth in the preamble hereof, together with its successors and permitted assigns. "Borrower Remainder Account" shall mean the account designated by Borrower from time to time in notice to Lender and Agent into which Agent shall deposit amounts distributable to Borrower pursuant to this Agreement. "Cash Management Account" shall have the meaning set forth in Section 2.1(b) hereof. "Collateral" shall have the meaning set forth in Section 5.1(a) hereof. 2
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"Credit Card Company" shall have the meaning set forth in Section 3.1(b), hereof. "Debt Service Coverage Ratio Event" shall mean, as of any date any period of time during which the Debt Service Coverage Ratio (as defined in the Deed of Trust) for the twelve (12) consecutive month period ending on the last day of the month immediately preceding such date shall be less than 1.15:1. "Debt Service Reserve Account" shall have the meaning set forth in Section 2.1(c) hereof. "Eligible Account" shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. 9.10(b), having in either case a combined capital and surplus of at least Fifty Million and 00/100 Dollars ($50,000,000.00) and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument. "Eligible Institution" shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least "A-1+" by Standard & Poors Ratings Group, a division of the McGraw Hill Companies ("S&P"), "P-1" by Moody's Investors Service, Inc. ("Moody's") and "F-1+" by Fitch, Inc. ("Fitch") in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least "AA" by Fitch and S&P and "Aa2" by Moody's). "Lease Assignment" shall have the meaning set forth in the Recitals hereto. "Lender" shall have the meaning set forth in the preamble hereof, together with its successors and assigns; it being agreed that Servicer may act for and on behalf of Lender under this Agreement. "Loan" shall have the meaning set forth in the Recitals hereto. "Lockbox Account" shall have the meaning set forth in Section 2.1(a) hereof. "Lockbox Bank" shall mean ______________. "Manager" shall have the meaning set forth in the preamble hereof, together with its successors and permitted assigns. "Management Agreement" shall mean the Hotel Management Agreement dated the date hereof between Operating Lessee and Manager pertaining to the management of the Property. "Note" shall have the meaning set forth in the Recitals hereto. 3
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"Obligations" as defined in Section 5.1(b) hereof. "Payment Direction Letter" shall have the meaning set forth in Section 3.1(b) hereof. "Permitted Investments" shall mean any one or more of the following obligations or securities with maturities of not more than three hundred sixty-five (365) days acquired at a purchase price of not greater than par, including those issued by any servicer, the trustee under any securitization or any of their respective affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Monthly Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below: (i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificate of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Student Loan Marketing Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (iv) federal funds, unsecured certificates of deposit, time deposits, bankers' acceptances and repurchase agreements with maturities of not more than three hundred sixtyfive (365) days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by two (2) of either S&P, Moody's, or Fitch, or their respective successors and assigns, or any other nationally recognized statistical rating agency which has been approved by Lender (collectively, the "Rating Agencies") (or, if not rated by all Rating 4
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Agencies, rated by at least one (1) Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers' acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (vi) debt obligations with maturities of not more than three hundred sixtyfive (365) days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investments would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest long-term unsecured debt rating category; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (vii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one (1) year after the date of issuance thereof) with maturities of not more than three hundred sixty-five (365) days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest short-term unsecured debt rating; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must

5
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move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (viii) units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) for money market funds; and (ix) any other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities by such Rating Agency; provided, however, that such instrument continues to qualify as a "cash flow investment" pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of one hundred twenty percent (120%) of the yield to maturity at par of such underlying investment. "Replacement Reserve Account" shall have the meaning set forth in Section 7 of the Deed of Trust. "Required Debt Service Deposit" shall mean the Monthly Debt Service Payment Amount (as defined in the Note) required to be paid by Borrower to Lender on any Monthly Payment Date (as defined in the Note). "Required Tax and Insurance Deposit" shall mean the amount required to be deposited into the Tax and Insurance Escrow Fund pursuant to Section 5 of the Deed of Trust. "Reserve Funds" shall mean collectively, the Tax and Insurance Escrow Fund and the funds deposited in the Replacement Reserve Account (as defined in the Deed of Trust). "Revenues" shall mean all income and proceeds received by Borrower, Operating Lessee or Manager for the use, occupancy or enjoyment of the Property, or any part thereof, or received by Borrower, Operating Lessee or Manager for the sale of any goods, services or other items sold on or provided from the Property in the ordinary course of the operation of the Property, including without limitation: (a) all income and proceeds (other than sales or release proceeds) received from rental of rooms, Leases and commercial space, meeting, conference and/or banquet space within the Property including parking revenue; (b) all income and proceeds received from food and beverage operations and from catering services conducted from the Property even though rendered outside of the Property; (c) all income and proceeds from business interruption, rental interruption and use and occupancy insurance with respect to the 6
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operation of the Property (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof which are not included in the operating expenses of the Property, never to include prior periods or unearned future periods); (d) all actual damages, income and proceeds from judgments, settlements and other resolutions of disputes with respect to matters which would be includable in this definition of "Revenues" if received in the ordinary course of the operation of the Property (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof which are not included in the operating expenses of the Property), but excluding consequential, punitive and other special damages or litigation costs or fees recovered in connection therewith except to the extent such costs or fees were included in the operating expenses of the Property when incurred; and (e) interest on rent concessions or credits, and other required pass-throughs and interest on Reserve Funds; but excluding, (1) gross receipts received by lessees, licensees or concessionaires of the Property; (2) consideration received at the Property for hotel accommodations, goods and services to be provided at other hotels, although arranged by, for or on behalf of Borrower or Manager; (3) income and proceeds from the sale or other disposition of goods, capital assets and other items not in the ordinary course of the Property operation; (4) federal, state and municipal excise, sales and use taxes collected directly from patrons or guests of the Property as a part of or based on the sales price of any goods, services or other items, such as gross receipts, room, admission, cabaret or equivalent taxes; (5) Awards (except to the extent provided in clause (d) above); (6) refunds of amounts not included in the operating expenses of the Property at any time and uncollectible accounts; (7) gratuities collected by the employees at the Property; (8) the proceeds of any property sale or financing; (9) other income or proceeds resulting other than from the use or occupancy of the Property, or any part thereof, or other than from the sale of goods, services or other items sold on or provided from the Property in the ordinary course of business; and (10) any credits or refunds made to customers, guests or patrons in the form of allowances or adjustments to previously recorded revenues; and (f) nonrecurring items, including but not limited to, lease termination payments. "Subaccount" shall mean any subaccount of the Cash Management Account established in accordance with this Agreement. "Tax and Insurance Escrow Account" shall have the meaning set forth in Section 2.1(d) hereof. "Tax and Insurance Trigger Event" shall mean a "Trigger Event" as defined in the Deed of Trust, provided, however, that Lender agrees that it will only "determine" (as such word is used in the definition of Trigger Event) that a Trigger Event has occurred to the extent it is reasonable to "determine" that a Trigger Event has occurred. "Trigger Event" shall mean the occurrence of either of the following events: (a) an Event of Default, or (b) a Debt Service Coverage Ratio Event; provided, however such Trigger Event shall cease and terminate (i) in the case of a Trigger Event due to a Debt Service Coverage Ratio Event as of any date as to which Borrower establishes to the reasonable satisfaction of Lender that the Debt Service Coverage Ratio, as of such date is equal to or in excess of 1.15:1 for the trailing twelve (12) consecutive month period then ending for three (3) consecutive quarters and (ii) in the case of a Trigger Event due to the occurrence of an Event of Default if such Event of Default is thereafter cured or waived. 7
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"UCC" shall have the meaning set forth in Section 5.1(a)(iv) hereof. Section 1.2 Other Capitalized Terms. All other capitalized terms set forth in this Agreement not defined herein shall have the meaning set forth in the Deed of Trust. ARTICLE II. THE ACCOUNTS Section 2.1 Establishment of the Accounts.

(a) For as long as the Loan is outstanding, Borrower shall maintain, or shall cause Operating Lessee to maintain, an Eligible Account (the "Lockbox Account") into which all Revenues from the Property received by Borrower, Operating Lessee or Manager after the date hereof shall be deposited in accordance with the terms hereof. On the date hereof, the Lockbox Account has been established with ____________. (b) For as long as the Loan is outstanding, Borrower shall maintain an Eligible Account with Agent (the "Cash Management Account") into which all available funds in the Lockbox Account shall be transferred each Business Day in accordance with this Agreement. On the date hereof, the Cash Management Account has been established with Agent and bears account number _______________. (c) For as long as the Loan is outstanding, Borrower shall maintain an Eligible Account with Agent (the "Debt Service Reserve Account") into which an amount equal to the Required Debt Service Deposit shall be deposited. Notwithstanding the foregoing, the Debt Service Reserve Account shall be maintained as a "subaccount" of the Cash Management Account and the Required Debt Service Deposit shall be credited thereto on a ledger-entry basis. (d) For as long as the Loan is outstanding, Borrower shall maintain an Eligible Account with Agent (the "Tax and Insurance Escrow Account"). Notwithstanding anything contained herein to the contrary, only after the occurrence and continuation of a Tax and Insurance Trigger Event shall an amount equal to the Required Tax and Insurance Deposit be deposited into the Tax Insurance Escrow Account. Notwithstanding the foregoing, the Tax and Insurance Escrow Account shall be maintained as a "subaccount" of the Cash Management Account and the Required Tax and Insurance Deposit shall be credited thereto on a ledger-entry basis. (e) For as long as the Loan is outstanding, Borrower shall maintain, or shall cause Operating Lessee to maintain the Replacement Reserve Account. Commencing on October 4, 2012, funds shall be deposited into the Replacement Reserve Account in accordance with Section 7(b)(i) of the Deed of Trust, if applicable. Notwithstanding the foregoing, the Replacement Reserve Account shall be maintained as a "subaccount" of the Cash Management Account and the funds required to be deposited into the Replacement Reserve Account shall be credited thereto on a ledger-entry basis. Section 2.2 Account Name. The Cash Management Account shall be in the name of Borrower and Lender, as mortgagee pursuant to the Deed of Trust. In the event Lender transfers or assigns the Loan, Agent, at Lender's request, shall change Lender's name in the Cash 8
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Management Account to the name of the transferee or assignee. In the event Lender retains a Servicer to service the Loan, Agent, at Lender's request, shall change Lender's name in of the Cash Management Account to the name of Servicer, as agent for Lender. Section 2.3 Eligible Account. The Cash Management Account is and shall be treated as a "securities account" as such term is defined in Section 8-501(a) of the UCC in respect of which Agent is a "securities intermediary", as such term is defined in Section 8-501(a) of the UCC and Lender is the "entitlement holder", as such term is defined in Section 8- 102(a)(7) of the UCC; provided, however, that if amounts in the Cash Management Account are not invested, the Cash Management Account is and shall be treated as a "deposit account", as such term is defined in Section 9-102(a)(29) of the UCC, in respect of which Agent is a "bank", as such term is defined in Section 9-102(a)(8) of the UCC, and Lender is the "customer", as such term is defined in Section 4-104 of the UCC, and control of the Cash Management Account shall be vested in Lender in accordance with Section 9-104 or Section 9-106 of the UCC. Agent hereby agrees that each item of property (whether investment property, financial asset, securities, instrument, cash or other property) credited to the Cash Management Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and that, subject to the terms of this Agreement, Lender shall be treated as entitled to exercise the rights that comprise any financial asset credited to the Cash Management Account. All securities or other property underlying any financial assets credited to the Cash Management Account that are in registered form shall be registered in the name of, or payable to, or to the order of, Agent or its designee, endorsed to, or to the order of, Agent or its designee or in blank, or credited to another securities account maintained in the name of Agent or its designee, and in no case will any financial asset credited to the Cash Management Account be registered in the name of Borrower, Operating Lessee or Manager, payable to the order of Borrower, Operating Lessee or Manager or specially indorsed to Borrower, Operating Lessee or Manager except to the extent the foregoing have been specifically indorsed to or to the order of Lender or in blank. Section 2.4 Permitted Investments. Funds in the Lockbox Account shall be maintained as cash. Borrower shall have the right to direct Agent to invest sums on deposit in the Cash Management Account in Permitted Investments; provided, however, in no event shall Borrower direct Agent to make a Permitted Investment if the maturity date of that Permitted Investment is later than the date on which the invested sums are required for payment of an obligation for which the sub-account was created provided that absent express investment direction from Borrower, funds in the Cash Management Account shall be maintained as cash. If any interest accrues on the Cash Management Account or any sub-account thereof, such interest shall be credited to the Cash Management Account or to the applicable sub-account of the Cash Management Account. In the event that any losses are incurred by the Cash Management Account or a sub-account thereof upon liquidation of a Permitted Investment, the amount of such loss shall be borne by Borrower and Borrower shall deposit to the Cash Management Account or the applicable sub-account thereof an amount equal to such loss no later than three (3) Business Days following such liquidation. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Cash Management Account and each Subaccount thereof shall be assigned the federal tax identification number of the Borrower, which number is _______________.

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ARTICLE III. DEPOSITS Section 3.1 Deposits into Lockbox Account. Manager each represent, warrant and covenant that: Borrower, Operating Lessee and

(a) Prior to a Trigger Event and following the cure of a Trigger Event, Borrower shall cause all Profits and any other sums received by Borrower under and pursuant to the Operating Lease to be deposited into the Lockbox Account in accordance with this Agreement. (b) Following the occurrence and during the continuance of a Trigger Event, Borrower, Operating Lessee and Manager shall cause all Profits and other Revenues to be deposited directly into the Lockbox Account. Without limitation of the foregoing, pursuant to an instruction letter in the form of Exhibit A attached hereto (a "Payment Direction Letter"), immediately upon an occurrence of a Trigger Event, Borrower, Operating Lessee and Manager shall instruct each of the respective credit card companies or credit card clearing banks (collectively, a "Credit Card Company") with which Borrower, Operating Lessee or Manager has entered into merchant's agreements that all receipts payable with respect to the Property, in accordance with such merchants' agreements or otherwise, shall be transferred by wire transfer to the Lockbox Account. (c) Commencing with the first billing statement delivered after the occurrence of a Trigger Event and for each subsequent statement delivered until such Trigger Event is cured, Borrower, Operating Lessee and/or Manager shall instruct all Persons that maintain open accounts with Borrower and/or Manager or with whom Borrower, Operating Lessee and/or Manager does business on an "accounts receivable" basis with respect to the Property to deliver all payments due under such accounts to the Lockbox Account. None of Borrower, Operating Lessee or Manager shall direct any such Person to make payments due under such accounts in any other manner. (d) If notwithstanding the foregoing, Borrower, Operating Lessee or Manager receives any amounts constituting Profit or, following the occurrence and during the continuance of a Trigger Event, Revenues from the Property that should have been deposited into the Lockbox Account, (i) such amounts shall be deemed to be Collateral and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager until deposited into the Lockbox Account and (iii) within one (1) Business Day of the receipt thereof, Borrower, Operating Lessee or Manager shall send such amounts to the Lockbox Account for deposit therein. (e) Following the occurrence and during the continuance of a Trigger Event, without the prior written consent of Lender, none of Borrower, Operating Lessee or Manager shall (i) terminate, amend, revoke or modify any Payment Direction Letter in any manner whatsoever or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as provided in the related Payment Direction Letter.

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(f) There are and for as long as the Loan is outstanding, there shall be, no other accounts maintained by Borrower, Operating Lessee or Manager or any other Person into which Revenues from the Property are initially deposited other than the Lockbox Account. So long as the Debt shall be outstanding, none of Borrower, Operating Lessee or Manager shall permit any other Person to open any other such account for the deposit of Revenues from the Property prior to the deposit of such Revenues in the Lockbox Account. Section 3.2 Additional Deposits. Borrower shall make, or shall cause to be made, such additional deposits into the Cash Management Account as may be required by this Agreement and the Deed of Trust as and when required. Section 3.3 Application of Funds in the Lockbox Account.

(a) Each Business Day during the term of the Loan, Lockbox Bank shall transfer all available funds in the Lockbox Account to the Cash Management Account. Thereafter, on the last Business Day of each calendar month, Lender shall instruct Agent to apply all funds then available in the Cash Management Account in the following amounts and in the following order of priority, subject to Agent's right to place holds for uncollected funds pursuant to Federal Reserve Regulation CC and Agent's customary procedures: (i) First, only if a Tax and Insurance Trigger Event has occurred, funds sufficient to pay the Required Tax and Insurance Deposit shall be credited to the Tax and Insurance Escrow Account. For the avoidance of doubt, the parties hereto confirm and agree that if a Tax and Insurance Trigger Event has not occurred this deposit shall not be made; (ii) Second, funds sufficient to pay the Required Debt Service Deposit shall be credited to Debt Service Reserve Account; (iii) Third, from and after October 4, 2012, funds sufficient to fund the Replacement Reserve Account in accordance with Section 7 of the Deed of Trust, if applicable; (iv) Fourth, funds sufficient to pay all other amounts then due and payable to Lender shall be credited to Debt Service Reserve Account; (v) Finally, provided that an Event of Default shall not have occurred and be continuing, all remaining funds in the Cash Management Agreement after application as set forth in clauses (i) through (iv) above shall be disbursed to the Borrower Remainder Account. (b) During the existence of an Event of Default, all funds available in the Cash Management Account shall be applied by Lender as set forth in this Agreement. ARTICLE IV. DISBURSEMENTS Section 4.1 Withdrawals.

(a) Disbursements from Tax and Insurance Escrow Account. All funds on deposit in the Tax and Insurance Escrow Account shall be disbursed by Agent, at the instruction 11
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of Lender, for the payment of Taxes and Insurance Premiums in accordance with Section 6 of the Deed of Trust. (b) Disbursements from the Replacement Reserve Account. All funds on deposit in the Replacement Reserve Account shall be disbursed by Agent, at the instruction of Lender, for the payment of Replacements in accordance with Section 7 of the Deed of Trust. (c) Disbursements from the Debt Service Reserve Account. All funds on deposit in the Debt Service Reserve Account shall be disbursed by Agent, at the instruction of Lender, to Lender to pay amounts as and when due to Lender in accordance with the Deed of Trust. Section 4.2 Sole Dominion and Control of Cash Management Account and Subaccounts. The parties acknowledge and agree that the Cash Management Account and any and all Subaccounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Agent, subject to the terms hereof. Borrower shall not have the right of withdrawal with respect to the Cash Management Account. The parties agree that, notwithstanding anything to the contrary in this Agreement, the other Loan Documents or any document, instrument or agreement relating or pertaining to the Cash Management Account or any asset credited thereto, Agent will (and Agent hereby agrees to and with respect to entitlement orders, will cause its designee to) comply with the instructions of and/or originated by Lender with respect to the Cash Management Account and the disposition of cash, financial assets and other assets credited thereto (including, without limitation, all "entitlement orders" (as defined in Section 8-102(a)(8) of the UCC)), without further consent by Borrower, Operating Lessee, Manager or any other Person (and, therefore, Lender will have "control" of the Cash Management Account and all assets credited thereto within the meaning of Section 9-106 or Section 9-104 of the UCC). Regardless of any provision of any other agreement, for purposes of the UCC, New York shall be deemed the jurisdiction of Agent, as securities intermediary or as bank with respect to the Cash Management Account. Section 4.3 Disbursements to Borrower Remainder Account. Any amounts disbursed to the Borrower Remainder Account pursuant to this Agreement shall be free and clear of all liens and security interests in favor of Lender. ARTICLE V. PLEDGE OF ACCOUNTS Section 5.1 Security for Obligations.

(a) To secure the full and punctual payment and performance of all obligations of Borrower now or hereafter existing with respect to the Loan, whether for principal, interest, fees, expenses or otherwise, and all obligations of Borrower now or hereafter existing under the Note, the Deed of Trust, this Agreement and all other Loan Documents (all such obligations, collectively, the "Obligations"), Borrower hereby grants to Lender a first priority continuing security interest in and to all right, title and interest of Borrower in and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the "Collateral"): 12
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(i) the Accounts and all cash, checks, drafts, certificates, and instruments, if any, from time to time deposited or held in the Accounts, including, without limitation, all deposits or wire transfers made to the Accounts; (ii) Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, or evidencing, any or all of the foregoing; and (iv) to the extent not covered by clauses (i), (ii) or (iii) above, all "proceeds" (as defined under the UCC) of any or all of the foregoing. (b) Lender, its authorized agents or designees, including Agent, shall have with respect to the Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein. Section 5.2 Rights on Default. Upon the occurrence and during the continuance of an Event of Default, (a) subject to the terms and conditions of the Management Agreement, Lender may direct Agent to liquidate and transfer any amounts then invested in Permitted Investments to the Cash Management Account or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or to enable Agent, as agent for Lender, or Lender, to exercise and enforce Lender's rights and remedies hereunder with respect to any Collateral and (b) subject to the terms and conditions of the Management Agreement, Lender may apply any funds in the Cash Management Account to any Obligations in such order of priority as Lender may determine in its sole discretion. Section 5.3 Financing Statement; Further Assurances. Simultaneously herewith, Borrower shall deliver to Lender for filing a financing statement or statements in connection with the Collateral in the form required by Lender to properly perfect Lender's security interest therein. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will, or will cause Operating Lessee to, promptly execute and deliver all further instruments and documents, and take all further action, that are necessary, or that Agent or Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Agent or Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Section 5.4 Termination of Agreement. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until payment in full of the Obligations. Upon payment and performance in full of the Obligations, this Agreement shall terminate and Borrower shall be entitled to the prompt return, at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof, and Lender shall authorize the release to Borrower of all funds remaining on deposit under this 13
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any and all amounts in the Accounts invested in Permitted

Agreement and Agent and/or Lender shall execute such instruments and documents as may be reasonably requested by Borrower to permit such release of funds and evidence such termination and the release of the lien hereof. ARTICLE VI. RIGHTS AND DUTIES OF LENDER AND AGENT Section 6.1 Reasonable Care. Beyond the exercise of reasonable care in the custody thereof or as otherwise expressly provided herein, neither Agent nor Lender shall have any duty as to any Collateral in its possession or control as agent therefor or bailee thereof or any income thereon or the preservation of rights against any Person or otherwise with respect thereto. Agent and Lender each shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Agent or Lender accords its own property, it being understood that Lender shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in value thereof, by reason of the act or omission of Agent or Lender, its Affiliates, agents, employees or bailees, except to the extent that such loss or damage results from Agent's or Lender's (or their respective representatives) gross negligence or willful misconduct, provided that nothing in this Article VI shall be deemed to relieve Agent from the duties and standard of care which, as a commercial bank, it generally owes to depositors. Neither Lender nor Agent shall have any liability for any loss resulting from the investment of funds in Permitted Investments in accordance with the terms and conditions of this Agreement. Section 6.2 Indemnity. Agent, in its capacity as agent hereunder, shall be responsible for the performance only of such duties as are specifically set forth herein, and no duty shall be implied from any provision hereof. Agent shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies. Lender shall indemnify and hold Agent, its respective employees and officers harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys' fees and disbursements) incurred in connection with Agent complying with any instruction or request of Lender in connection with the transactions contemplated hereby, except to the extent that such loss or damage results from Agent's gross negligence or willful misconduct. Borrower shall indemnify and hold Agent and Lender, their respective employees and officers harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Agent or Lender in connection with the transactions contemplated hereby, except to the extent that such loss or damage results from Agent's or Lender's gross negligence or willful misconduct. Section 6.3 Reliance. Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper, document or signature reasonably believed by it to be genuine, and it may be assumed that any Person purporting to act on behalf of Lender giving any of the foregoing in connection with the provisions hereof has been duly authorized to do so. Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder and in good faith in accordance therewith. Agent shall not be liable to Borrower for any act or omission done or omitted to be done by Agent in reliance upon any instruction,

14
MIAMI 2594925.2 7249634763

direction or certification received by Agent and without gross negligence or willful or reckless misconduct. Section 6.4 Resignation or Termination of Agent.

(a) Agent shall have the right to resign as Agent hereunder upon thirty (30) days' prior written notice to Borrower and Lender, and in the event of such resignation, Lender shall appoint a successor Agent which must be an Eligible Institution. No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is appointed within sixty (60) days after receipt of the resigning Agent's notice of resignation, the resigning Agent may petition a court of competent jurisdiction for the appointment of a successor Agent Notwithstanding the foregoing, Agent may resign from this Agreement immediately upon written notice to the other parties in the event of suspected fraud or other illegal activity in connection with the Accounts or this Agreement. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, at the sole reasonable cost of Borrower, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) execute such financing statements and other instruments as may be necessary to assign to the successor Agent the security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Borrower or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in its name, as secured party, cash collateral accounts, which shall become the Cash Management Account for purposes of this Agreement upon the succession of such Agent. (c) Lender, at its sole discretion and at its sole cost, shall have the right, upon thirty (30) days' notice to Borrower and Agent, to terminate this Agreement and/or Agent and/or substitute Agent with a successor Agent that satisfies the requirements of an Eligible Institution or to have the Cash Management Account held by another Eligible Institution, provided that such successor Agent shall become a party to, and perform the duties of Agent pursuant to the terms of, this Agreement or execute and deliver a replacement Cash Management Agreement having terms and provisions substantially similar to this Agreement. Section 6.5 Agent Appointed Attorney-In-Fact. Borrower hereby irrevocably constitutes and appoints Lender as Borrower's true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to exercise and enforce every right, power, remedy, option and privilege of Borrower with respect to the Collateral, and do in the name, place and stead of Borrower, all such acts, things and deeds for and on behalf of and in the name of Borrower, which Borrower could or might do during the continuance of an Event of Default or which Lender or Agent (as agent of Lender) reasonably deems necessary to more fully vest in Lender and Agent (as agent of Lender), the rights and remedies provided for herein. The foregoing powers of attorney are irrevocable and coupled with an interest; provided however, same shall not be exercised by Lender or Agent (as agent of Lender) unless an Event of Default has occurred and is continuing. Any reasonable expenses actually incurred by Lender and Agent in connection therewith shall be paid by Borrower. 15
MIAMI 2594925.2 7249634763

ARTICLE VII. REMEDIES Section 7.1 Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender or Agent, as agent for Lender, may, subject to the terms of this Agreement: (a) without notice to Borrower or Operating Lessee, except as required by law, and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Collateral against the Obligations or any part thereof; (b) in its sole discretion, at any time and from time to time, exercise any and all rights and remedies available to it under this Agreement, and/or as a secured party under the UCC and/or under any applicable law; and (c) demand, collect, take possession of, receipt for, settle, compromise, adjust, sue for, foreclose or realize upon the Collateral (or any portion thereof) as Lender may determine in its sole discretion. Section 7.2 Waiver. Borrower and Operating Lessee each hereby expressly waives, to the fullest extent permitted by law, presentment, demand, protest or any notice of any kind in connection with this Agreement or all or any part of the Collateral. Borrower and Operating Lessee each hereby acknowledges and agrees that ten (10) days' prior written notice of the time and place of any public sale of all or any part of the Collateral or any other intended disposition thereof shall be reasonable and sufficient notice to Borrower or Operating Lessee, as applicable, within the meaning of the UCC. ARTICLE VIII. MISCELLANEOUS Section 8.1 Transfers and Other Liens. Except as otherwise expressly permitted by the Loan Documents, Borrower agrees that it will not (a) sell or otherwise dispose of (or permit Operating Lessee to sell or otherwise dispose of) any of the Collateral or (b) create or permit to exist any Lien upon or with respect to all or any of the Collateral, except for the Lien granted to Borrower by Operating Lessee under this Agreement, the Lien granted to Agent, as agent for Lender, under this Agreement and the Liens created by the Loan Documents. Section 8.2 Lender's Right to Perform Borrower Obligations; No Liability of Lender. If Borrower or Operating Lessee (the "Breaching Party") fails to perform any of the covenants or obligations contained herein, and such failure shall continue for a period five (5) Business Days after the Breaching Party's receipt of written notice thereof from Lender, Lender may itself perform, or cause performance of, such covenants or obligations, and the reasonable expenses of Lender incurred in connection therewith shall be payable by the Breaching Party to Lender. Section 8.3 No Waiver. The rights and remedies provided in this Agreement and the other Loan Documents are cumulative and may be exercised independently or concurrently, and are not exclusive of any other right or remedy provided at law or in equity. No failure to exercise or delay by Agent or Lender in exercising any right or remedy hereunder or under the 16
MIAMI 2594925.2 7249634763

Loan Documents shall impair or prohibit the exercise of any such rights or remedies in the future or be deemed to constitute a waiver or limitation of any such right or remedy or acquiescence therein. Every right and remedy granted to Agent and/or Lender hereunder or by law may be exercised by Agent and/or Lender at any time and from time to time, and as often as Agent and/or Lender may deem it reasonably expedient. Any and all of Agent's and/or Lender's rights with respect to the lien and security interest granted hereunder shall continue unimpaired, and Borrower shall be and remain obligated in accordance with the terms hereof, notwithstanding (a) any proceeding of Borrower under the Federal Bankruptcy Code or any bankruptcy, insolvency or reorganization laws or statutes or any state, (b) the release or substitution of Collateral at any time, or of any rights or interests therein or (c) any delay, extension of time, renewal, compromise or other indulgence granted by the Agent and/or Lender in the event of any default, with respect to the Collateral or otherwise hereunder. No delay or extension of time by Agent and/or Lender in exercising any power of sale, option or other right or remedy hereunder, and no notice or demand which may be given to or made upon Borrower by Agent and/or Lender, shall constitute a waiver thereof, or limit, impair or prejudice. Agent's and/or Lender's right, without notice or demand, to take any action against Borrower or to exercise any other power of sable, option or any other right or remedy. No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given. Section 8.4 Expenses.

(a) The Collateral shall secure, and Borrower shall pay to Agent and Lender and/or Agent's and Lender's counsel on demand, from time to time, all reasonable costs and expenses (including, but not limited to, reasonable attorneys' fees and disbursements, and transfer, recording and filing fees, taxes and other charges) of Lender and Agent, or incidental to, the creation or perfection of any lien or security interest granted or intended to be granted hereby, the custody, care, sale, transfer, administration, collection of or realization on the Collateral as permitted hereunder, or in any way relating to the enforcement, protection or preservation of the rights or remedies of Agent and/or Lender under this Agreement, the Loan Agreement, the Note, the Mortgage, or the other Loan Documents. Except as expressly set forth below, Agent shall have no right to charge, set-off or otherwise apply any portion of the Collateral against any amounts owed Agent by Borrower or Lender other than Agent's right to collect fees and expenses owed to Agent pursuant to a fee agreement entered into in connection herewith, any such agreement being subject to Borrower's reasonable prior approval. (b) Agent may charge or set off against the Accounts for (a) any of Agent's charges, fees and expenses provided for herein for which Borrower is responsible, (b) all items deposited in and credited to the Accounts and subsequently returned unpaid or with respect to which Agent fails to receive final settlement, (c) all charges and obligations and liabilities arising out of any cash management services provided by Agent, including, but not limited, Automated Clearing House transactions, and (d) any amounts deposited in the Accounts in error or as necessary to correct processing errors. If there are insufficient collected funds in the Accounts to cover the amount of any required check or other adjustment or correction to be debited thereto, Borrower shall repay Agent the amount of such debit immediately upon demand.

17
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Section 8.5

Intentionally Omitted.

Section 8.6 Entire Agreement. This Agreement constitutes the entire and final agreement between the parties with respect to the subject matter hereof and may not be changed, terminated or otherwise varied, except by a writing duly executed by the parties. Section 8.7 Intentionally Omitted.

Section 8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns. Section 8.9 Notices. All notices, demands, requests, consents, approvals and other communications (any of the foregoing, a "Notice") required, permitted, or desired to be given hereunder shall be in writing sent by facsimile or by registered or certified mail, postage prepaid, return receipt requested or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 8.9. Any such Notice shall be deemed to have been received three (3) days after the date such Notice is mailed or on the date of sending by facsimile with confirmed receipt of delivery or delivery by hand or the next day if sent by an overnight commercial courier addressed to the parties with confirmed receipt of delivery as follows: If to Lender: WELLS FARGO BANK, N.A., AS TRUSTEE c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road Horsham, Pennsylvania 19044 RE: CMSC 2007-C1; Loan No: M011054851 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 If to Borrower: CHATHAM RIMV LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 With copies to: ___________________ ___________________ __________________ 18
MIAMI 2594925.2 7249634763

If to Manager: ISLAND HOSPITALITY MANAGEMENT III, INC 50 Cocoanut Row, Suite 200 Palm Beach, Florida 33480 If to Operating Lessee: CHATHAM RIMV LEASCO LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 If to Agent: BERKADIA COMMERCIAL MORTGAGE, LLC ___________________ ___________________ __________________

Section 8.10 Captions. All captions in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose. Section 8.11 Governing Law. (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 19
MIAMI 2594925.2 7249634763

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND EACH PARTY HERETO WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: CT CORPORATION SYSTEMS 111 EIGHTH AVENUE NEW YORK, NEW YORK 10011 AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER AND AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (I11) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. Section 8.12 Counterparts. counterparts. This Agreement may be executed in any number of

Section 8.13 Interpleader. If at any time, (a) Agent, in good faith is in doubt as to the action it should take under this Agreement, (b) Borrower becomes subject to a voluntary or involuntary bankruptcy, reorganization, receivership or similar proceeding, or (c) Agent is served with legal process which it in good faith believes prohibits the disbursement of the funds deposited in the Accounts, the Agent shall have the right (i) to place a hold on the funds in all such Accounts until such time as it receives an appropriate court order or other assurance satisfactory to it as to the disposition of the funds in the Accounts or (ii) to commence, at Borrower's expense, an interpleader action in any competent Federal or State Court located in the Commonwealth of Pennsylvania and otherwise to take no further action except in accordance with joint written instructions from Borrower and Lender or in accordance with the final order of a competent court served on Agent. 20
MIAMI 2594925.2 7249634763

Section 8.14 Conflicts. Notwithstanding anything to the contrary contained in the Loan Agreement or in the other Loan Documents, in the event of any inconsistency or conflict between the terms and provisions of the Loan Agreement and the other Loan Documents, on the one hand, and the terms and provisions of this Agreement, on the other hand, for so long as this Agreement is in full force and effect, the terms and provisions of this Agreement shall govern and control. Section 8.15 Exculpation. (a) The provisions of Section 9 of the Note are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein. (b) Notwithstanding anything to the contrary contained herein, as between Agent on the one hand and Borrower on the other, only, (i) the covenants, agreements and obligations of Borrower under this Agreement shall bind only Borrower's interest in the Property and (ii) no personal liability or responsibility is assumed by, or shall be asserted by Agent against Borrower nor shall any recourse be had by Agent beyond Borrower's interest in the Property or be enforceable by Agent against Borrower on account of this Agreement or anything contained herein. Section 8.16 Trial by Jury. THE PARTIES HERETO HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY HERETO, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. [NO FURTHER TEXT ON THIS PAGE]

21
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Executed as of the date first written above. BORROWER: CHATHAM RIMV LLC, a Delaware limited liability company

By:____________________________ Name: Jeffrey L. Fisher Title: President

(Signatures continue on following page)

MIAMI 2594925.2 7249634763

LENDER: WELLS FARGO BANK, NA., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-infact

By:

_______ Larry Golinsky, President

(Signatures continue on following page)

MIAMI 2594925.2 7249634763

OPERATING LESSEE: CHATHAM RIMV LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: _______________________________ Name: Jeffrey L. Fisher Title: President

(Signatures continue on following page)

MIAMI 2594925.2 7249634763

MANAGER: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

(Signatures continue on following page)

MIAMI 2594925.2 7249634763

AGENT: BERKADIA COMMERCIAL MORTGAGE, LLC

By: Name: Title:

MIAMI 2594925.2 7249634763

EXHIBIT A FORM OF PAYMENT DIRECTION LETTER [OWNER/MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for 1865 Hotel Circle South, San Diego, California 92108

Dear [________]

CHATHAM RIMV LLC (the "Owner"), the owner of 1865 Hotel Circle South, San Diego, California 92108 (the "Property"), has mortgaged the Property to Capmark Bank, as assigned to Wells Fargo Bank, N.A., as Trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (together with its successors and assigns, the "Lender") and has agreed that all Revenues received with respect to the Property will be paid directly to a bank account controlled by Lender. Therefore, from and after the date hereof, please remit all payments due to the [Owner] [MANAGER, the manager of the Property (the "Manager"),] [under that certain [REFERENCE AGREEMENT], dated [_________,] 200[_____] (the "Agreement") between the [Owner][Manager] and you, as follows: (1) If paying by check, money order or other instrument, please mail such items to the following address: ]1 [ [Property Account Address] All checks or other instruments should be made out to the name of the "[PROPERTY]"; or (2) account: Transfer such amounts by the ACH System or wire transfer to the following [ ]2

ABA# Attn: Fax: Account of: Account #

1 2

Conform if Lockbox required. Conform if Lockbox required.

MIAMI 2594925.2 7249634763

These payment instructions cannot be withdrawn or modified without the prior written consent of the Lender or its agent (the "Servicer"), or pursuant to a joint written instruction from the Borrower and the Lender or the Servicer. Until you receive written instructions from the Lender or the Servicer, continue to send all payments due under the Agreement to __________. All payments due under the Agreement shall be remitted to __________ no later than the day on which such amounts are due. If you have any questions concerning this letter, please contact [_________] at [__________]. We appreciate your cooperation in this matter. Sincerely, [OWNER] [MANAGER]

By: Name: Title:

2
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CERTIFICATE OF INDEPENDENT MANAGER (CMSC 2007-C1; Loan No. M011054851) In order to induce WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 (Lender) to consent to the sale of that certain property securing a loan the Loan) originally made by Capmark Bank, a Utah industrial bank, to KPA RIMV LLC, in the original principal amount of $47,400,000.00, now held by Lender to, and the assumption of the Loan by, Chatham RIMV LLC, a Delaware limited liability company (Borrower), the undersigned, as the Independent Manager and once admitted, a Special Member of Borrower, agree as follows: (a) The undersigned has been appointed as the Independent Manager and will become the Special Member of Borrower upon admission to Borrower as a member pursuant to the terms of the Limited Liability Company Agreement of Borrower (the Borrower LLC Agreement); The undersigned shall serve as the Independent Manager and once admitted, a Special Member of Borrower. The undersigned meets and shall at all times continue to meet all of the qualifications and requirements of an Independent Manager as defined and set forth in the Borrower LLC Agreement; and The undersigned understands that the undersigned shall at all times act as the Independent Manager, and once admitted to Borrower as a member, the Special Member of Borrower with all of the rights, powers, obligations and liabilities of Independent Manager, and once admitted as a member, the Special Member of Borrower under the Borrower LLC Agreement and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same.

(b)

(c)

[SIGNATURE ON FOLLOWING PAGE]

MIAMI 2567267.1 7249634763

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Independent Manager as of this ___ day __________, 2011.

Sign Name: Print Name: __________________________ Address: ________________________ ________________________ ________________________ Phone: ________________________ Facsimile: ________________________ E-mail: ________________________

MIAMI 2567267.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM RIMV LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS

CHATHAM RIMV LEASECO LLC

FIRST NAME CITY ADDL INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

WELLS FARGO BANK, N.A., AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road
4. This FINANCING STATEMENT covers the following collateral:

Horsham

PA

19044

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State/ CMSC 2007-C1 /72496.34763 (BH)

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM RIMV LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtors:

CHATHAM RIMV LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIMV LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006, given by KPA RIMV LLC ("Original Borrower") and KPA RIMV LESSEE LLC, together for the benefit of Capmark Bank ("Original Lender"), encumbering the Property, recorded October 5, 2006 as Document No. 20060710848 in the Public Records of San Diego County, California, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Chatham RIMV LLC ("Borrower") and Chatham RIMV Leaseco LLC ("Lessee," together with Borrower, "Grantor") does hereby grant, bargain, sell, pledge, assign, warrant, transfer and convey unto Secured Party and its successors and assigns forever, in trust, with power of sale, all of Grantor's right, title and interest in and to certain land in San Diego County, California, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; and all of Borrower and Lessee's right, title and interest as lessor and lessee, respectively, in and to the Operating Lease (as defined below) and the leasehold estate created thereunder and upon the Loan, together with all credits, deposits, options, privileges and rights of Lessee, as lessee thereunder (the Land and the leasehold estate created pursuant to the Operating Lease, together with all of the following described property, collectively, the "Property"):

COLLATERAL TO FOLLOW

Operating Lease shall mean that certain Lease Agreement between Borrower, as lessor, and Lessee, as lessee, dated _______________, 2011.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtors:

CHATHAM RIMV LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIMV LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
LEGAL DESCRIPTION

Secured Party:

MIAMI 2566665.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM RIMV LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS

CHATHAM RIMV LEASECO LLC

FIRST NAME CITY ADDL INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

WELLS FARGO BANK, N.A., AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road
4. This FINANCING STATEMENT covers the following collateral:

Horsham

PA

19044

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

San Diego County, CA/ CMSC 2007-C1 /72496.34763 (BH)

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM RIMV LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 PUBLIC RECORDS OF SAN DIEGO COUNTY, CALIFORNIA Debtors:

CHATHAM RIMV LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIMV LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006, given by KPA RIMV LLC ("Original Borrower") and KPA RIMV LESSEE LLC, together for the benefit of Capmark Bank ("Original Lender"), encumbering the Property, recorded October 5, 2006 as Document No. 20060710848 in the Public Records of San Diego County, California, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Chatham RIMV LLC ("Borrower") and Chatham RIMV Leaseco LLC ("Lessee," together with Borrower, "Grantor") does hereby grant, bargain, sell, pledge, assign, warrant, transfer and convey unto Secured Party and its successors and assigns forever, in trust, with power of sale, all of Grantor's right, title and interest in and to certain land in San Diego County, California, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; and all of Borrower and Lessee's right, title and interest as lessor and lessee, respectively, in and to the Operating Lease (as defined below) and the leasehold estate created thereunder and upon the Loan, together with all credits, deposits, options, privileges and rights of Lessee, as lessee thereunder (the Land and the leasehold estate created pursuant to the Operating Lease, together with all of the following described property, collectively, the "Property"):

COLLATERAL TO FOLLOW

Operating Lease shall mean that certain Lease Agreement between Borrower, as lessor, and Lessee, as lessee, dated _______________, 2011.

EXHIBIT A TO UCC-1 PUBLIC RECORDS OF SAN DIEGO COUNTY, CALIFORNIA Debtors:

CHATHAM RIMV LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIMV LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
LEGAL DESCRIPTION

Secured Party:

MIAMI 2569869.1 7249634763

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1a. INITIAL FINANCING STATEMENT FILE #

2006-0710851
TERMINATION:

RECORDED 10/05/2006

1b.

This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

2. 3. 4.

Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement.

continued for the additional period provided by applicable law.

CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.
Debtor or Secured Party of record. Check only one of these two boxes. ADD name: Complete item 7a or 7b, and also item 7c; also complete items 7e-7g (if applicable).

5. AMENDMENT (PARTY INFORMATION): This Amendment affects

CHANGE name and/or address: Please refer to the detailed instructions in regards to changing the name/address of a party.

Also check one of the following three boxes and provide appropriate information in items 6 and/or 7. DELETE name: Give record name to be deleted in item 6a or 6b.

6. CURRENT RECORD INFORMATION:

6a. ORGANIZATION'S NAME

OR 6b. INDIVIDUAL'S LAST NAME

KPA RIMV LLC

FIRST NAME

MIDDLE NAME

SUFFIX

7. CHANGED (NEW) OR ADDED INFORMATION:

7a. ORGANIZATION'S NAME

OR

7b. INDIVIDUAL'S LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

7c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

7d. SEE INSTRUCTIONS

ADD'L INFO RE ORGANIZATION DEBTOR

7e. TYPE OF ORGANIZATION

7f. JURISDICTION OF ORGANIZATION

7g. ORGANIZATIONAL ID #, if any NONE

8. AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral deleted or added, or give entire restated collateral description, or describe collateral assigned.

9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here and enter name of DEBTOR authorizing this Amendment.
9a. ORGANIZATION'S NAME

OR

9b. INDIVIDUAL'S LAST NAME

WELLS FARGO BANK, N.A., AS TRUSTEE

FIRST NAME

MIDDLE NAME

SUFFIX

10. OPTIONAL FILER REFERENCE DATA

SAN DIEGO COUNTY, CA / 72496.34763

FILING OFFICE COPY UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)

International Association of Commercial Administrators (IACA)

Instructions for UCC Financing Statement Amendment (Form UCC3)

Please type or laser-print this form. Be sure it is completely legible. Read all Instructions, especially Instruction 1a; correct file number of initial financing statement is crucial. Follow Instructions completely. Fill in form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. Filing office cannot give legal advice. Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use. An Amendment may relate to only one financing statement. Do not enter more than one file number in item 1a. When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item B and, if filing in a filing office that returns an acknowledgment copy furnished by filer, you may also send Acknowledgment Copy, otherwise detach. Always detach Debtor and Secured Party Copies. If you need to use attachments, you are encouraged to use either Amendment Addendum (Form UCC3Ad) or Amendment Additional Party (Form UCC3AP). Always complete items 1a and 9. A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional. B. Complete item B if you want an acknowledgment sent to you. If filing in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this form a carbon or other copy of this form for use as an acknowledgment copy. 1a. File number: Enter file number of initial financing statement to which this Amendment relates. Enter only one file number. In some states, the file number is not unique; in those states, also enter in item 1a, after the file number, the date that the initial financing statement was filed. 1b. Only if this Amendment is to be filed or recorded in the real estate records, check box 1b and also, in item 13 of Amendment Addendum, enter Debtors name, in proper format exactly identical to the format of item 1 of financing statement, and name of record owner if Debtor does not have a record interest. Note: Show purpose of this Amendment by checking box 2, 3, 4, 5 (in item 5 you must check two boxes) or 8; also complete items 6, 7 and/or 8 as appropriate. Filer may use this Amendment form to simultaneously accomplish both data changes (items 4, 5, and/or 8) and a Continuation (item 3), although in some states filer may have to pay a separate fee for each purpose. 2. To terminate the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 2. See Instruction 9 below. To continue the effectiveness of the identified financing statement with respect to security interest(s) of authorizing Secured Party, check box 3. See Instruction 9 below. To assign (i) all of assignors interest under the identified financing statement, or (ii) a partial interest in the security interest covered by the identified financing statement, or (iii) assignors full interest in some (but not all) of the collateral covered by the identified financing statement: Check box in item 4 and enter name of assignee in item 7a if assignee is an organization, or in item 7b, formatted as indicated, if assignee is an individual. Complete 7a or 7b, but not both. Also enter assignees address in item 7c. Also enter name of assignor in item 9. If partial Assignment affects only some (but not all) of the collateral covered by the identified financing statement, filer may check appropriate box in item 8 and indicate affected collateral in item 8. 5,6. To delete a party: Check box in item 5 to indicate whether deleting a Debtor or a Secured Party; also check box in item 5 to indicate that this is a deletion of a party; and also enter name (6a or 6b) of deleted party in item 6. 5,7. To add a party: Check box in item 5 to indicate whether adding a Debtor or Secured Party; also check box in item 5 to indicate that this is an addition of a party and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed. To include further additional Debtors or Secured Parties, attach Amendment Additional Party (Form UCC3AP), using correct name format. Note: The preferred method for filing against a new Debtor (an individual or organization not previously of record as a Debtor under this file number) is to file a new Financing Statement (UCC1) and not an Amendment (UCC3). 7d. Reserved for Financing Statement Amendments to be filed in North Dakota or South Dakota only. If this Financing Statement Amendment is to be filed in North Dakota or South Dakota, the Debtors taxpayer identification number (tax ID#) social security number or employer identification number must be placed in this box. 8. Collateral change. To change the collateral covered by the identified financing statement, describe the change in item 8. This may be accomplished either by describing the collateral to be added or deleted, or by setting forth in full the collateral description as it is to be effective after the filing of this Amendment, indicating clearly the method chosen (check the appropriate box). If the space in item 8 is insufficient, use item 13 of Amendment Addendum (Form UCC3Ad). A partial release of collateral is a deletion. If, due to a full release of all collateral, filer no longer claims a security interest under the identified financing statement, check box 2 (Termination) and not box 8 (Collateral Change). If a partial assignment consists of the assignment of some (but not all) of the collateral covered by the identified financing statement, filer may indicate the assigned collateral in item 8, check the appropriate box in item 8, and also comply with instruction 4 above. Always enter name of party of record authorizing this Amendment; in most cases, this will be a Secured Party of record. If more than one authorizing Secured Party, give additional name(s), properly formatted, in item 13 of Amendment Addendum (Form UCC3Ad). If the indicated financing statement refers to the parties as lessee and lessor, or consignee and consignor, or seller and buyer, instead of Debtor and Secured Party, references in this Amendment shall be deemed likewise so to refer to the parties. If this is an assignment, enter assignor's name. If this is an Amendment authorized by a Debtor that adds collateral or adds a Debtor, or if this is a Termination authorized by a Debtor, check the box in item 9 and enter the name, properly formatted, of the Debtor authorizing this Amendment, and, if this Amendment or Termination is to be filed or recorded in the real estate records, also enter, in item 13 of Amendment Addendum, name of Secured Party of record.

3.

4.

5,6,7.To change the name of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new name (7a or 7b). If the new name refers to a Debtor complete (7c); also complete 7e-7g if 7a was completed. 5,6,7.To change the address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is an address change; also enter name of affected party (current record name) in item 6a or 6b as appropriate; and enter new address (7c) in item 7. 5,6,7.To change the name and address of a party: Check box in item 5 to indicate whether this Amendment amends information relating to a Debtor or a Secured Party; also check box in item 5 to indicate that this is a name/address change; also enter name of affected party (current record name) in items 6a or 6b as appropriate; and enter the new name (7a or 7b). If the new name refers to a Debtor complete item 7c; also complete 7e-7g if 7a was completed.

9.

10. This item is optional and is for filer's use only. For filer's convenience of reference, filer may enter in item 10 any identifying information (e.g., Secured Party's loan number, law firm file number, Debtor's name or other identification, state in which form is being filed, etc.) that filer may find useful.

EXHIBIT J-5 RIGG Assumption Documents

K&E 19239650

After recording, return to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attn: Post-Closing Department (Space Above For Recorder's Use Only)

LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT (CSMC 2007-C1; Loan No. M011054852) THIS LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT ("Agreement") is executed on _______________, 2011 (the "Effective Date"), and is entered into among WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 ("Lender"), having an address at c/o Berkadia Commercial Mortgage LLC, 118 Welsh Road, Horsham, Pennsylvania 19044, Attn: CBMS Asset Management, Re: CSMC 2007-C1; Loan No. M011054852; KPA RIGG LLC, a Delaware limited liability company ("Current Borrower"), GRAND PRIX RIGG LESSEE, LLC, a Delaware limited liability company ("Existing Operating Lessee"), each having an address at Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, FL 33480, CHATHAM RIGG LLC, a Delaware limited liability company ("New Borrower"), and CHATHAM RIGG LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), each having an address at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Current Borrower and Existing Operating Lessee are hereinafter sometimes collectively referred to as "Current Borrower Parties". New Borrower and New Operating Lessee are hereinafter sometimes collectively referred to as "New Borrower Parties." Current Borrower Parties and New Borrower Parties are hereinafter sometimes collectively referred to as "Borrower Parties". PRELIMINARY STATEMENT A. Current Borrower is the current owner of the fee title to that certain real property ("Land") and the building and improvements thereon ("Improvements"), commonly known as a "Residence Inn by Marriott Garden Grove," more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the "Project").

MIAMI 2587933.6 7249634763

B. Lender is the current owner and holder of a loan ("Loan") in the original principal amount of $37,600,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto and any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the "Loan Documents"). The Loan is secured in part by the Project, which Project is described in and encumbered by the "Security Instrument" described on Exhibit B. C. The Project has been leased by Current Borrower to Existing Operating Lessee, pursuant to the terms of an Operating Lease Agreement dated as of October 4, 2006 by and between Current Borrower and KPA RIGG Lessee LLC, a Delaware limited liability company, as assigned to and assumed by Existing Operating Lessee (the "Existing Operating Lease"). D. Events of Default have occurred under the Loan Documents, due to, among other things, Current Borrowers filing with the United States Bankruptcy Court Southern District of New York (the Bankruptcy Court) a voluntary petition for relief on July 19, 2010 (the Bankruptcy Case), under Title 11 of the United States Bankruptcy Code (as amended, the "Bankruptcy Code"). E. In connection with that certain confirmation order of the Bankruptcy Court (the "Bankruptcy Order") confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance reasonably satisfactory to each of Lender and each of the Borrower Parties, in each of their respective reasonable discretions), Current Borrower Parties desire to: (i) sell its fee simple interest in the Project to New Borrower in accordance with the Bankruptcy Order; (ii) terminate the Existing Operating Lease; (iii) terminate the Existing Management Agreement (as defined below); and (iv) terminate the Existing Franchise Agreement (as defined below) (subsections (i) (iv) above, collectively, the "Current Borrower Actions"); and New Borrower Parties desire to: (a) purchase Current Borrower's fee simple interest in the Project; (b) to assume Current Borrower Parties' obligations under the Loan Documents as such obligations have been modified in accordance with this Agreement; (c) lease the Project to New Operating Lessee pursuant to that certain Lease Agreement between New Borrower, as lessor, and New Operating Lessee, as lessee, dated as of even date herewith (the "Operating Lease"), as amended from time to time to the extent permitted under the Loan Documents; (d) cause New Operating Lessee to enter into a franchise license agreement with Marriott International, Inc. ("Franchisor") for the Project (the "Franchise Agreement"); (e) cause New Operating Lessee to enter into a new management agreement with Island Hospitality Management III, Inc., a Florida corporation ("Project Manager"); (f) amend the Loan Documents as provided herein (subsection (a) (e) above, collectively, the "New Borrower Actions). Current Borrower Actions and New Borrower Actions are hereinafter sometimes collectively referred to as "Requested Actions". F. The Security Instrument requires Lender's consent to the Current Borrower Actions and the New Borrower Actions. G. The Lender has agreed to consent to Current Borrower Actions and the New Borrower Actions, all on the terms and conditions hereinafter set forth. 2

MIAMI 2587933.6 7249634763

In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE 1 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS 1.1 Current Borrower Parties Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Current Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows; provided, however, that the following acknowledgments, warranties, representations and agreements shall terminate as of 12:01 am eastern standard time on the Effective Date (the Termination CutOff) and shall not survive beyond the Termination Cut-Off; provided, further, that the Current Borrower Parties shall have no liability for a breach or misrepresentation of the following acknowledgements, warranties, representations and agreements to Lender or the New Borrower Parties from and after the Termination Cut-Off: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of Current Borrower.

(i) Current Borrower. Current Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California, if required. Innkeepers USA Limited Partnership, a Virginia limited partnership ("Innkeepers LP") is the sole member of Current Borrower. Innkeepers LP, acting alone, without the joinder of any manager of Current Borrower or any other party, has the power and authority to execute this Agreement and the other documents to be executed in connection with the Requested Actions (the "Other Documents") and to duly bind Current Borrower hereunder and thereunder. Upon entry of the Confirmation Order, the execution and delivery of, and performance under, this Agreement and the Other Documents by Current Borrower has been duly and properly authorized pursuant to all requisite limited liability company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Current Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Borrower is a party or by which the Project may be bound or affected. (ii) Innkeepers LP. Innkeepers LP is a duly organized, validly existing limited partnership in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of California, if required. Innkeepers Financial Corporation ("IFC") is the sole general partner of Innkeepers LP. Upon entry of the Bankruptcy Order, IFC acting alone, without the joinder of any other partner of Innkeepers LP or any other 3

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party, has the power and authority to execute this Agreement and the Other Documents and to duly bind Innkeepers LP hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by Innkeepers LP on behalf of Current Borrower has been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Innkeepers LP or the certificate of limited partnership, limited partnership agreement or any other organizational document of Innkeepers LP or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Innkeepers LP is a party or by which the Project may be bound or affected. (iii) IFC. IFC is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of California, if required. Mark Murphy ("Authorized Officer") is the __________ of IFC. Upon receipt of the Bankruptcy Order, Authorized Officer, acting alone, without the joinder of any other officer or director of IFC or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind IFC hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by IFC, on behalf of Innkeepers LP and Current Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to IFC or the articles of incorporation, bylaws or any other organizational document of IFC or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which IFC is a party or by which the Project may be bound or affected. (c) Compliance with Laws. To Current Borrower's knowledge, and except as would not reasonably be expected to have a material adverse effect on the use and operation of the Project, Current Borrower possesses all licenses, permits and approvals required by any governmental body, each of which is valid and in full force and effect, and no provision, condition or limitation of any of the licenses, permits and approvals required has been materially breached or violated. (d) Leases. There are no tenant leases affecting the Project. The Existing Operating Lease is the only lease affecting the Project and is currently in full force and effect. Existing Operating Lessee is in possession of the leased premises. The Existing Operating Lease will be terminated as of the Effective Date. (e) Title to Project and Legal Proceedings. Current Borrower is the current owner of fee title of the Project. As of the Effective Date, Current Borrower has good and marketable title to the Project subject to those liens that are permitted under the Chatham APA (as defined in the Bankruptcy Order). (f) No Special Taxes. Current Borrower has no knowledge of, nor has received any notice of, any special taxes or assessments relating to the Project or any part thereof or any planned public improvements that may result in a special tax or assessment against the Project. 4

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(g) Litigation. Except for all claims or pending motions that have been asserted or filed prior to the date hereof by third parties against the Current Borrower Parties in the Bankruptcy Case, including any adversary proceedings in connection therewith, there is not pending or, to the knowledge of the Current Borrower, threatened, any action, suit, proceeding, claim, investigation, application or complaint (whether or not purportedly on behalf of a Current Borrower) against or affecting Current Borrower which in any way could materially and adversely affect the Project, in law or in equity, or which could affect the validity of this Agreement. (h) Loan Documents. The Loan Documents constitute valid and legally binding obligations of Current Borrower Parties and enforceable against Current Borrower Parties, as applicable, and the Project in accordance with their terms. Each Current Borrower Party , on behalf of itself and its heirs, successors and assigns, remises, releases, acquits, satisfies and forever discharges Lender, Lender's servicers (including, but not limited to Berkadia Commercial Mortgage LLC as Master Servicer and LNR Partners, LLC), and any subsidiary, affiliate or parent of Lender or of any of its servicers, and each of the foregoing parties' respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, shareholders, employees, agents, contractors, representatives, participants, heirs, and all of the respective successors and assigns of each of the foregoing (collectively, "Lender Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which each Current Borrower Party now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement relating in any way to (i) the Loan, (ii) the Loan Documents, (iii) the Bankruptcy Case, (iv) the Project and (v) any other agreement or transaction between any Current Borrower Party and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (i) - (iv) above, including without limitation, the Proof of Claim filed by Lender in the Bankruptcy Case. Each Current Borrower Party and Current Indemnitor (as defined on Exhibit B), for itself and its successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action (i) Existing Management Agreement. The Project is currently managed pursuant to the terms of a hotel management agreement dated June 29, 2007 (the "Existing Management Agreement") between Existing Operating Lessee and Island Hospitality Management, Inc. a Florida corporation. The Existing Management Agreement shall be terminated prior to the Effective Date. All sums due and payable thereunder have been or will be paid in full or will be discharged pursuant to the Bankruptcy Order. (j) Existing Franchise Agreement. That certain Residence Inn Marriot Relicensing Franchise License Agreement dated June 29, 2007 (the "Existing Franchise Agreement") pursuant to which Existing Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by Franchisor will have been 5

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terminated prior to the Effective Date and all sums due thereunder shall have been or will be paid in full as of the Effective Date or will be discharged pursuant to the Bankruptcy Order. (k) Operation of Property. Current Borrower and Existing Operating Lessee affirm that neither has taken any action that has caused a material adverse effect on the Project or the New Borrower Parties' ability to continue to use and operate the Project after the Effective Date in a manner consistent with the use and operations in place at the Project as of the Effective Date. (l) Personal Property. All of the personal property and inventory being conveyed by the Current Borrower and Existing Operating Lessee to New Borrower and New Operating Lessee or its designee are free and clear of all liens, leases and other encumbrances, except for encumbrances disclosed in writing to Lender. 1.2 Acknowledgments, Warranties and Representations of New Borrower Parties. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows, as of the Effective Date: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of California, if required. ___________ ("New Borrower Authorized Officer") as the ___________ of New Borrower, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower Authorized Officer on behalf of New Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of incorporation, bylaws or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected. (c) Authority of New Operating Lessee. New Operating Lessee is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of California, if required. ____________ ("New Operating Lessee Authorized Officer") as the ________________ of New Operating Lessee, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Operating Lessee under this Agreement as applicable. The execution and delivery of, and performance under, this Agreement as applicable by New Operating Lessee Authorized Officer on behalf of New Operating Lessee has been duly and properly authorized pursuant to all requisite corporate action 6

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and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Operating Lessee or the articles of incorporation, bylaws or any other organizational document of New Operating Lessee or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Operating Lessee is a party or by which the Project may be bound or affected. (d) Financial Statements. The financial statements and other information (the "Financial Statements") of Chatham Lodging Trust, a real estate investment trust ("Principal"), which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. To the knowledge of Principal, there has not been any material adverse change to the financial condition of Principal between the date of the delivery of the Financial Statements to Lender and the Effective Date. New Borrower agrees to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 19 of the Security Instrument. (e) Bankruptcy Proceedings. Neither New Borrower or its member, New Operating Lessee, Project Manager nor any entities which may be owned or controlled directly or indirectly by New Borrower or its member, New Operating Lessee, Project Manager ("Related Entities") has been a party to any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency law or laws providing relief for debtors within seven (7) years prior to the date of this Agreement. (f) New Borrower's Organizational Documents. New Borrower has not transacted any business in New Borrower's name since its formation. New Borrower is and will continue to be in full material compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents. (g) Non-Consolidation Opinion. New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated as of the Effective Date, delivered by New Borrower's counsel, Hunton & Williams, in connection with the Requested Actions (the "Non-Consolidation Opinion"), including but not limited to, any exhibits attached thereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered. New Borrower has caused and shall cause each entity other than New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not limited to, any exhibits attached thereto, to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct. (h) Insurance. To the extent the required insurance under the Operating Lease is insufficient to satisfy the insurance requirements under the Security Instrument, New 7

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Borrower agrees to provide any additional insurance coverage in order to comply with the terms of the Security Instrument. (i) Assets of New Borrower. As of the Effective Date, the only assets of New Borrower are its interest in the Project, the personal property owned by New Borrower and used in connection with the Project, its interest in New Operating Lessee and cash or cash equivalents. (j) Cash Management Agreement. New Borrower agrees and acknowledges that (i) that certain Cash Management Agreement between New Borrower, Lender, New Operating Lessee, Project Manager and Berkadia Commercial Mortgage, LLC, as Agent, dated as of the Effective Date (the "Cash Management Agreement") is in full force and effect, (ii) all actions have been taken to open any new accounts required thereunder for New Borrower and New Operating Lessee. New Borrower and New Operating Lessee shall take all the necessary actions under the Cash Management Agreement, including, the opening of the Lockbox Account and Cash Management Account (both as defined in the Cash Management Agreement) and execution by New Borrower, New Operating Lessee and Project Manager and/or its bank of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. New Borrower agrees and (k) Deposit Account Control Agreement. acknowledges that (i) the Deposit Account Control Agreement is in full force and effect, and (ii) all actions have been taken to open any new accounts required thereunder for New Borrower. New Borrower shall execute and deliver to Lender an Amendment to Deposit Account Control Agreement (the "Amendment to Deposit Account Control Agreement") and shall take all the necessary actions under the Amendment to Deposit Account Control Agreement, including, the opening of the Account (as defined in the Deposit Account Control Agreement) and execution by New Borrower and/or New Operating Lessee of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. (l) Property Improvement Plan/Immediate Repairs. In connection with the Franchise Agreement, Franchisor may require certain improvements and repairs to be made to the Project as more particularly set forth in the Property Improvement Plan dated _______________ (the "PIP"), a copy of which is attached hereto as Exhibit D and is made a part hereof. New Borrower shall comply and shall cause New Operating Lessee and Project Manager to comply with the terms and conditions of the PIP, timely complete such improvements and repairs within the time frames set forth in the PIP (or such longer time as Franchisor may agree), and provide written confirmation of such completion to Lender. Failure by New Operating Lessee to timely and materially complete the PIP as required thereunder (as extended by the Franchisor), which would allow Franchisor to terminate the Franchise Agreement, shall result in an Event of Default under the Loan Documents (subject to any cure period provided in the Loan Documents or the Franchise Agreement). (m) Liquor License. If applicable, Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to obtain a liquor license for use at the Project. New Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to provide Lender with copies of the application submitted for such liquor license. By its execution of a separate agreement with Lender, New Operating Lessee or Project Manager or its affiliate will, among 8

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other things, conditionally assign to Lender, all of New Operating Lessee or Project Manager or affiliate's right, title and interest in and to any liquor license being obtained by New Operating Lessee or Project Manager or its affiliate for the Project as additional security for the Loan and shall agree to reasonably cooperate with Lender in transferring and relinquishing the liquor license used at the Project to Lender or its designee upon an Event of Default (that is not cured in accordance with the Loan Documents) and an exercise of remedies by Lender under the Loan Documents. (n) Loans to Related Entities. There are no loans payable by New Borrower to any officers, directors or shareholders of New Borrower or any other Related Entities or other entities or persons. (o) New Borrower Parties' Interests. Except as provided in this Agreement, neither New Borrower nor any of its officers or directors is obtaining a loan to finance its interest in New Borrower or the Project or pledging its interest in New Borrower to any party. (p) Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that neither to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (EO13224), (ii) whose name appears on the United States Treasury Departments Office of Foreign Assets Control (OFAC) most current list of Specifically Designated Nationals and Blocked Persons (which list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports terrorism, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] [iv] above are herein referred to as a Prohibited Person). New Borrower covenants and agrees that to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be reasonably requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or 9

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avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224. (q) Loan Documents. The Loan Documents, from and after the Effective Date, as modified pursuant to this Agreement, are valid and legally binding obligations of New Borrower, enforceable against New Borrower and the Project in accordance with their terms. Except for the payment of the Principal Paydown (as defined below), this Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. Except for the payment of the Principal Paydown, New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and neither New Borrower nor New Operating Lessee shall impair the perfection or priority of said liens and security interests, which shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the Effective Date, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents. (r) No Default. To New Borrower's actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or an Event of Default by New Borrower under the Loan Documents. (s) Inspections. Other than that certain Property Condition Report for the Project dated _______________, prepared by ________________, under Project _____________, that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, and that certain Survey of the Project dated _____________, prepared by _____________________ under Project No. ______________, New Borrower has not obtained any other written inspection reports relating to the Project. Additionally, New Borrower has not obtained any tenant estoppel certificates from the tenants located at the Project that have not been delivered to Lender. (t) Reaffirmation. To New Borrower's actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the Effective Date; provided, however, to the extent any representation or warranty contained in the Loan Documents conflicts with any representation or warranty contained in this Agreement, then the representation and warranty contained in this Agreement shall control.

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10

(u) Additional Financing. New Borrower acknowledges and agrees that neither New Borrower nor any of its Related Entities shall have the right to obtain any mezzanine financing or additional financing other than the Loan in connection with the Project. (v) Annual Budget. Current Borrower, Existing Operating Lessee or an affiliate thereof has submitted to Lender the Budget (as defined in the Security Instrument) for the calendar year 2011 attached as Exhibit E, which Budget has been reasonably approved by Lender. New Operating Lessee shall provide Lender with a Budget for each subsequent calendar year in accordance with the Security Instrument. New Operating Lessee, or the Project Manager, as applicable, shall use commercially reasonable efforts to operate the Project in accordance with the approved Budget. (w) Operating Lease. New Operating Lessee shall lease the Project from New Borrower pursuant to the Operating Lease which agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee covenant and agree: (i) to comply with all material financial and other material terms and conditions of the Operating Lease, (ii) not to amend any material financial or other material term of the Operating Lease that may adversely affect New Borrower without obtaining the prior written consent of Lender, which consent may not be unreasonably withheld or delayed, (iii) not to assign, transfer or pledge (other than to Lender) any of their respective interests in the Operating Lease to any third party, (iv) not to consent or permit the assignment, pledge or other transfer of any right, title or interest in the Operating Lease or shares of New Operating Lessee to any third party, (v) not to sublease, license or otherwise grant any of its right to use any portion of the Project to any third party in violation of the Security Instrument; (vi) to pay to Lender any termination, consent or similar type fee paid or payable to New Borrower (as provided in the Operating Lease) in connection with any termination of any or part of the Operating Lease (the "Termination Fee") (which fee shall be held by Lender as security for the Loan, provided, however, the Termination Fee paid by New Borrower in accordance with this subsection (vi) shall be paid to Lender in a lump sum or as and when received by New Borrower and shall be credited against the next payment or payments (as applicable) due under the Loan Documents), and (vii) to use commercially reasonable efforts to enforce the terms and conditions of the Operating Lease. New Operating Lessee hereby acknowledges and agrees that if after the Effective Date a default or an Event of Default occurs and is continuing under the Loan Documents, Lender may elect, as one of its remedies under the Loan Documents (but not its exclusive remedy), to terminate the Operating Lease with respect to the Project, and Lender shall not be obligated to pay New Operating Lessee any termination fee or any other consideration (including, without limitation, the provision of another location in which to operate) in connection with Lender's termination of the Operating Lease. To the extent any of the terms and provisions of the Operating Lease conflict with the terms of the Loan Documents (including, without limitation, the required insurance and use of casualty or condemnation provisions), the terms and conditions of the Loan Documents shall prevail. Any material breach of the provisions of this Section by New Borrower or New Operating Lessee shall constitute an Event of Default under the Loan Documents, subject to notice as provided in the Loan Documents. (x) Management of Project. Project Manager shall manage the Project, pursuant to a written property management agreement between New Operating Lessee and Project Manager dated as of the Effective Date (the "New Management Agreement"), which 11

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New Management Agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee acknowledge that certain of the fees due under the New Management Agreement, and the material terms and provisions of the New Management Agreement, are subordinate to the Security Instrument. Neither New Borrower nor New Operating Lessee shall terminate, cancel, materially modify or revise, assign, renew or extend the New Management Agreement without Lender's prior written consent; provided, however, that New Operating Lessee shall be permitted to assign the New Management Agreement to an affiliate of Project Manager with Lender's consent, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply and shall cause New Operating Lessee to comply with all terms and conditions of the New Management Agreement. Lender recognizes that New Borrower is not a party to the New Management Agreement; however, the parties acknowledge that if New Operating Lessee changes Project Manager without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed in the event that the requested change of Project Manager by New Operating Lessee (and the accompanying assignment of the New Management Agreement) is to an affiliate of Project Manager), it shall constitute an Event of Default under the Loan Documents. The term "Management Agreement" or "management agreement" or such other similar term in the Loan Documents shall hereafter refer to the New Management Agreement. The term "Manager" or such other similar term in the Loan Documents shall hereafter refer to Project Manager. (y) New Franchise Agreement and Owner Agreement.

(i) The Franchise Agreement dated ____________, between New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender, pursuant to which New Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach, or violation existing thereunder by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower and New Operating Lessee acknowledge and agree that the fees due under the Franchise Agreement, and the terms and provisions of the Franchise Agreement, are subordinate to the Security Instrument. New Operating Lessee shall not terminate, cancel, amend or modify in any material respect, renew or extend the Franchise Agreement, or enter into any agreement relating to the right to operate the hotel located on the Project under a name and/or hotel system controlled by a franchisor other than Franchisor, without the prior express written consent of Lender, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply with, or cause New Operating Lessee to comply with, all material terms and conditions of the Franchise Agreement, including but not limited to the maintenance and operation of the facilities required to serve alcoholic beverages, if any. The term "Franchise Agreement" or such similar term in the Loan Documents shall hereinafter refer to the Franchise Agreement referred to herein. New Borrower shall deliver to Lender an unsigned comfort letter, in a form reasonably approved by New Franchisor, from New Franchisor in form and content reasonably acceptable to Lender prior to the Effective Date and an original comfort letter (in the form previously approved by Lender) executed by New Franchisor within seven (7) business days following the Effective Date. (ii) The Owner Agreement dated ________, 2011, among New Borrower, New Operating Lessee and Franchisor, a true and correct copy of which has been 12

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delivered to Lender (the "Owner Agreement"), is in full force and effect and there is no material default, breach, or violation existing thereunder by any party thereto and no event has occurred, that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower acknowledges and agrees that the fees, if any, due under the Owner Agreement, and the terms and provisions of the Owner Agreement, are subordinate to the Security Instrument. New Borrower shall (i) promptly perform and observe all of the material covenants required to be performed and observed by it under the Owner Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Owner Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each any financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Owner Agreement; and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the manager and lessee under the Owner Agreement. New Borrower shall not, without Lender's prior consent (not to be unreasonably withheld or delayed): (i) surrender, terminate or cancel the Owner Agreement; (ii) reduce or consent to the reduction of the term of the Owner Agreement; (iii) increase or consent to the increase of the amount of any charges under the Owner Agreement; (iv) otherwise materially modify, change, supplement, materially alter or amend, or waive or release any of its rights and remedies under, the Owner Agreement; or (vi) suffer or permit the occurrence of continuance a default beyond any applicable cure period under the Owner Agreement. ARTICLE 2 ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions, each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows: 2.1 Assumption of Loan. Except as modified pursuant to this Agreement, New Borrower hereby assumes the indebtedness due under the Note (as modified by the Principal Paydown), the Loan and all of Current Borrower Parties' other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents. 2.2 Indebtedness. Borrower Parties acknowledge and agree that as of __________, 2011 (the "Calculation Date") and prior to taking into account the Principal Paydown and any Cash Collateral Payments (as defined in that certain Stipulation by and between Innkeepers USA Trust, LNR Partners LLC and the Ad Hoc Committee of Preferred Shareholders), the outstanding principal balance of the Loan is $___________ and $___________ of accrued and unpaid interest calculated at the Note interest rate is due and payable by Current Borrower to the Lender as of the Effective Date. As of the Effective Date, Lender has received $_________________ in Cash Collateral Payments allocable to interest for this Project and Lender has agreed to waive $2,100,000 of accrued interest such that the net amount of all
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accrued and unpaid interest due to Lender from Current Borrower as of the Effective Date is $_______________ ("Unpaid Interest Amounts"), which Unpaid Interest Amounts shall be paid by Current Borrower on or prior to the Effective Date. As of the Calculation Date, Lender is holding the following escrow and reserve balances (collectively, "Escrow Balances"): (i) a tax escrow balance of $____________; (ii) an insurance escrow balance of $__________; (iii) a replacement reserve escrow balance of $_________; and (iv) a required repair reserve escrow balance of $______________. Further, Borrower Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Current Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents. 2.3 Assumption Fees. Simultaneously with or prior to the execution hereof, New Borrower shall pay to or has paid Lender: (i) an assumption fee equal to $__________, which is 1% of the outstanding principal balance of the Loan as calculated after the Principal Paydown; (ii) a liquidation fee equal to $__________, which is 1% of the Principal Paydown; (iii) an administration fee equal to $125.00; (iv) a flood determination fee equal to $15.00; and (v) an insurance review fee equal to $400.00, each of which New Borrower agrees are fees for new consideration and are not interest charged in connection with the Loan. 2.4 Payment of Transaction Costs and Expenses. New Borrower shall pay at the time of execution of this Agreement by Lender: (a) the reasonable legal fees and disbursements of Lender's counsel, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the transactions contemplated in this Agreement; (b) all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (c) the costs of updating Lender's policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender's option, the cost of obtaining a new Lender's policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement. 2.5 Post Closing Transfer of Licenses. Borrower Parties shall cause all licenses, permits and operating agreements required for the operation of the Project as it is currently being operated (collectively the "Licenses") to be transferred (to the extent the Licenses are transferable) or reissued into the name of New Borrower, New Operating Lessee and/ or Project Manager, as appropriate, within ninety (90) days after the Effective Date. The failure to timely transfer or obtain the Licenses in accordance with this Section 2.5 within ninety (90) days of the Effective Date shall constitute an Event of Default under the Security Instrument, provided however, so long as New Borrower Parties are diligently pursuing the transfer and/or issuance of Licenses and continue to provide Lender with updates of progress of such transfers and/or issuance, the New Borrower Parties shall have up to an additional ninety (90) days until an Event of Default shall be deemed to have occurred under the Security Instrument.

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2.6 Release and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, to the extent arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising prior to the Effective Date. 2.7 Further Assurances. Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement. 2.8 ACKNOWLEDGEMENT RE: MIXED UP PAGES IN PRIOR ASSUMPTION AGREEMENT - waiting for required language from title company. ARTICLE 3 ADDITIONAL PROVISIONS 3.1 Consent of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower. 3.2 Release of Current Indemnitor and Current Borrower. By its execution hereof, Lender hereby releases (i) Current Indemnitor (as defined in the Joinder by and Agreement of Current Indemnitor attached hereto (the "Current Indemnitor Joinder")) from its obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Effective Date in accordance with and subject to the terms of the Current Indemnitor Joinder and (ii) Current Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date with the exception of any liability of Current Borrower based upon (a) any material misrepresentation or other direct or indirect act or omission caused by the Current Borrower or any of its agents, affiliates, subsidiaries or representatives that would lead to liability under the Loan Documents and/or (b) its obligations under the Environmental Indemnity described on Exhibit B that are directly or indirectly caused, in anyway by Current Borrower or any of its agents, affiliates, subsidiaries or representatives or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Project 15

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prior to the Effective Date, or result from a violation of Environmental Law (as defined in the Environmental Indemnity) prior to the Effective Date. Current Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party. 3.3 UCC Filings. New Borrower Parties hereby grant and confirm unto Lender a first lien priority interest in all of New Borrower's and New Operating Lessee's personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code ("UCC"). New Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily limited to, the state of organization of New Borrower and New Operating Lessee and in the Records (collectively "Filings") in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties. For so long as the Loan, as modified by the Principal Paydown, has not been repaid and remains outstanding, New Borrower and New Operating Lessee hereby grant Lender an irrevocable power of attorney to file any Filings required to perfect Lender's security interests in the collateral described in the Loan Documents and this Agreement without further consent or approval (but with three (3) days prior written notice to New Borrower) of either New Borrower or New Operating Lessee. 3.4 References to Loan Documents and Amendment to Loan Documents. All references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in connection with the Requested Actions. New Borrower and New Operating Lessee hereby acknowledge and agree that a material breach by New Operating Lessee of any covenant, agreement and obligation set forth in the Loan Documents shall constitute an Event of Default under the Loan Documents. From and after the Effective Date, the Note 3.5 Amendment to Note. described on Exhibit B is amended as follows: (a) (b) The term "Maker" shall mean and refer to New Borrower. Section (b) shall be deleted in its entirety and replaced with the following:

"(b) (i) From and after the Cut-Off Date through _____, 2011[effective date of Assumption Agreement] (the "Assumption Date"), a constant payment of principal and interest in the amount of Two Hundred Twenty-Four Thousand Nine Hundred Forty-Seven and 75/100 Dollars ($224,947.75) (the "Initial Monthly Debt Service Payment Amount"), the first such payment being due on December 1, 2009 and on the first (1st) day of each succeeding month thereafter, through and including the Monthly Payment Date immediately prior to the Maturity Date (as defined below); each of such payments to be (i) computed based on a three-hundred16

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sixty (360) day year comprised of twelve (12) months of thirty (30) days each and an amortization schedule of three hundred sixty (360) months and (ii)(A) applied to the payment of interest then due and payable; and (B) the balance applied toward the reduction of the principal sum except as otherwise provided in the Loan Documents (as hereinafter defined); (ii) From and after the Assumption Date through ______________, 2013 ("Interest Only Period") [2 years after the assumption closing], interest only is payable at the Interest Rate, calculated on a basis of a three hundred sixty (360) day year and charged on the principal balance outstanding from time to time for the actual number of days elapsed; (iii) From and after the Interest Only Period through the Maturity Date (as defined below), a constant payment of principal and interest in the amount of __________________ and _____ Dollars ($___________) (the "Assumption Monthly Debt Service Payment Amount", and with the Initial Monthly Debt Service Payment Amount, collectively, the "Monthly Debt Service Payment Amount"), the first such payment being due on ________, 2013 and on the first (1st) day of each succeeding month thereafter, through and including the Monthly Payment Date immediately prior to the Maturity Date (as defined below); each of such payments to be (i) computed based on a three-hundred-sixty (360) day year comprised of twelve (12) months of thirty (30) days each and an amortization schedule of three hundred sixty (360) months and (ii)(A) applied to the payment of interest then due and payable; and (B) the balance applied toward the reduction of the principal sum except as otherwise provided in the Loan Documents." (c) (d) (e) The term "Operator" shall mean and refer to New Operating Lessee. The term "Guarantor" shall mean and refer to New Indemnitor. The term "Manager" shall mean and refer to Project Manager.

(f) For so long as New Borrower is the Maker under the Note, Sections 6 and 8 shall be deleted in their entirety and Section 6 shall be replaced with the following: "The Loan may be prepaid in whole, but not in part, at any time, together with accrued interest to the date of such prepayment on the principal amount prepaid, without penalty or premium, provided that if a prepayment is made otherwise than on a Monthly Payment Date, Maker shall pay interest to and including the last day of the calendar month in which the prepayment date occurs on the amount repaid." (g) From and after the Effective Date, the provisions of Section 14 shall remain unmodified and in full force and effect. (h) Maker's Tax Identification Number contained in Section 29 is hereby deleted and replaced with _____________. 3.6 Amendment to Security Instrument.

(a) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower.

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(b) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Accommodation Grantor" shall mean and refer to New Operating Lessee. (c) All references to "Operating Lease" in the Security Agreement shall hereinafter refer to the Operating Lease. (d) The Security Instrument is hereby amended so that from and after the Effective Date, New Borrower and New Operating Lessee shall be responsible for the covenants, representations and agreements contained therein. (e) The definitions for the following terms in Section 1 of the Security Agreement shall be revised and modified as follows: (i) operating lessee. (ii) Operating Lessee. (iii) (iv) Manager. (v) All references to the "Management Agreement" shall refer to the New Management Agreement. (vi) The definition of "Phase I" shall be modified to add the following: that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, (f) The term "Sole Member" shall be deleted in its entirety and replaced with the term "Sole Equity Member", which shall mean and refer to Chatham Lodging Limited Partnership, a Delaware limited partnership. (g) For so long as New Borrower owns the Property and the Loan remains outstanding, the first paragraph (D) in Section 13(b ) shall be deleted and replaced with the following: "(D) (i) the issuance, grant sale, conveyance, transfer or other disposition of any shares of common stock the REIT and (ii) the issuance, grant, sale, conveyance, transfer or other disposition of the operating partnership units of Sole Equity Member, provided that at all times one hundred percent (100%) of general partnership interests in Sole Equity Member are beneficially owned and controlled by REIT. For all purposes hereof "REIT" shall mean Chatham Lodging Trust." All references to "Guarantor" shall refer to Chatham Lodging Trust. All references to "Manager" shall hereinafter refer to Project All references to "Grantor" shall refer to New Borrower and New All references to "Accommodation Guarantor" shall refer to New

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(h) In Section 38(g) the definition of Substitute Manager shall be deleted and replaced with the following "an affiliate of Island Hospitality III, Inc. of which Jeffrey Fisher is the majority and controlling owner." (i) The addresses in Section 43 are hereby deleted in their entirety and replaced with the applicable addresses for Lender, New Borrower and New Operating Lessee, including the addresses for the required "copy" notices in Section 4.6 of this Agreement. (j) (k) the following: (i) The name and address of the record owner of the real estate and the Debtor described in the instrument is: CHATHAM RIMV LLC 50 Cocoanut Row, Suite 211 Palm Beach, Florida 33480 CHATHAM RIMV LEASECO LLC 50 Cocoanut Row, Suite 211 Palm Beach, Florida 33480 (ii) (iii) Borrowers Federal Tax ID No. is _______________. Accommodation Grantor's Federal Tax ID No. is _________________. The name of the Secured Party is: WELLS FARGO BANK, N.A., AS TRUSTEE c/o Berkadia Commercial Mortgage LLC 118 Welsh Road Horsham, Pennsylvania 19044 Section 69 is deleted in its entirety. Sections 71(b)(i), (ii) and (iii) are deleted in their entirety and replaced with

3.7 Amendment to Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Leases and Rents described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Operating Lessee and all references to the term "Assignee" shall mean and refer to New Borrower 3.8 Amendment to Assignment of Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Assignment of Leases and Rents described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Borrower. 3.9 Amendment to Assignment of Contracts. From and after the Effective Date, the Assignment of Contracts described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Operating Lessee and all references to the term "Assignee" shall mean and refer to New Borrower

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3.10 Amendment to Assignment of Assignment of Contracts. From and after the Effective Date, the Assignment of Assignment of Contracts described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Borrower. 3.11 Paydown on Effective Date. On the Effective Date, New Borrower shall pay to Lender the sum of $5,000,000.00 (the "Principal Paydown"), which shall be applied to reduce the principal balance of the Loan and the amount secured by the Security Instrument to $______________. Lender shall waive any prepayment premium or other similar fee or penalty due in connection with the Principal Paydown. Lender hereby confirms that upon its receipt of the Principal Paydown and the full execution and delivery of this Agreement and all documents executed and/or required in connection with the Requested Actions, all accrued late fees and the unpaid accrued interest and default interest shall be waived by Lender. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 No Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law. 4.2 No Waivers. Except as otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any party hereto contrary to the provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such party's rights under this Agreement without invalidating this Agreement. 4.3 Successors or Assigns. Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and inure to the benefit of the heirs, executors, legal representatives, successors, successors-in-title and assigns of the parties, whether so expressed or not. 4.4 Construction of Agreement. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and 20

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delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm's length, and this Agreement was prepared and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary acts of Borrower Parties. 4.5 Invalid Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 4.6 Notices. Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses ("Communications") permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above: Wells Fargo Bank, N.A., as Trustee c/o Berkadia Commercial Mortgage LLC CMBS Asset Management 118 Welsh Road Horsham, Pennsylvania 19044 Re: CSMC 2007-C1; Loan No. M011054852 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Servicing 21

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Re: CSMC 2007-C1; Loan No. M011054852 and, if given to Current Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Borrower, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Operating Lessee, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________

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4.7 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located. 4.8 Headings; Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement. 4.9 Modifications. The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, and except as modified herein, all other provisions of the Loan Documents shall remain in full force and effect. 4.10 Time of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender. 4.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. 4.12 New Indemnitor Joinder. New Indemnitor (as defined in the Joinder By and Agreement of New Indemnitor attached hereto) shall assume the obligations of Current Borrower and/or Current Indemnitor under the Guaranty and Environmental Indemnity pursuant to the Joinder by and Agreement of New Indemnitor attached hereto. 4.13 WAIVER OF TRIAL BY JURY. BORROWER PARTIES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

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(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: LENDER: WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2007-C1 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact

By: Print Name: ______________, President

Print Name:

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS: )

The foregoing instrument was acknowledged before me this _____ day of __________, 2011, by ______________, President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said limited liability company, as attorney-in-fact for WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, on behalf of the said trust. He _____ is personally known to me or _____ has produced a drivers license as identification. _______________________________________ Notary Public, State of Florida [AFFIX NOTARY STAMP ABOVE] Print Name:_____________________________ My Commission Expires:__________________

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: CURRENT BORROWER: KPA RIGG LLC, a Delaware limited liability company By: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: (SEAL) ____________, ______________

Print Name: Print Name:

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, the sole member of KPA RIGG LLC, a Delaware limited liability company, on behalf of the corporation, the limited partnership and the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: EXISTING OPERATING LESSEE: GRAND PRIX RIGG LESSEE, a Delaware limited liability company By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Grand Prix RIGG Lessee LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER: CHATHAM RIGG LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM RIGG LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW OPERATING LESSEE: CHATHAM RIGG LEASECO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM RIGG LEASECO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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EXHIBIT A
LEGAL DESCRIPTION

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EXHIBIT B LOAN DOCUMENTS 1. Deed of Trust Note, dated as of October 4, 2006, payable by KPA RIGG LLC, a Delaware limited liability company ("Current Borrower"), to Capmark Bank, a Utah industrial bank ("Original Lender"), in the original principal amount of Thirty Seven Million Six Hundred Thousand and No/100 Dollars ($37,600,000.00) (the ''Note"), as assigned to Lender. Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing (the "Security Instrument"), granted by Current Borrower and KPA RIGG LESSEE LLC, a Delaware limited liability company ("Original Operating Lessee"), to Chicago Title Insurance Company, as Trustee, for the benefit of Original Lender, dated as of October 4, 2006, and recorded on October 6, 2006 as Instrument No. 06-665751 in the Official Records of Orange County, California (the "Records"), as assigned to Lender. Assignment of Leases, Rents and Profits from Original Operating Lessee to Current Borrower dated as of October 4, 2006 and recorded as of October 6, 2006 as Instrument No. 06-665752 in the Records (the "Assignment of Leases and Rents"), as assigned to Lender. Assignment of Assignment of Leases, Rents and Profits from Current Borrower to Original Lender, dated as of October 4, 2006 and recorded as of October 6, 2006 as Instrument No. 06-665753 in the Records (the "Assignment of Assignment of Leases and Rents"), as assigned to Lender. UCC-1 Financing Statement, naming Original Operating Lessee as Debtor, Current Borrower as Assignor Secured Party and Original Lender as Total Assignee of Secured Party, recorded October 6, 2006, as Instrument No. 06-665754 in the Records, as assigned to Lender. UCC-1 Financing Statement, naming Current Borrower as Debtor and Original Lender as Secured Party, recorded October 6, 2006, as Instrument No. 06-665755 in the Records, as assigned to Lender. UCC-1 Financing Statement, naming Original Operating Lessee as Debtor, Current Borrower as Assignor Secured Party and Original Lender as Total Assignee of Secured Party, filed on or about October 4, 2006, in the Office of the Secretary of State of the State of Delaware, as assigned to Lender. UCC-1 Financing Statement, naming Current Borrower as Debtor, Original Operating Lessee as Additional Debtor and Original Lender as Secured Party, filed on or about October 4, 2006, in the Office of the Secretary of State of the State of Delaware, as assigned to Lender.

2.

3.

4.

5.

6.

7.

8.

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9.

Guaranty of Recourse Obligations, dated as of October 4, 2006, by Innkeepers USA Trust, a Maryland real estate investment trust ("Original Guarantor"), for the benefit of Original Lender (the "Guaranty"), as assigned to Lender. Environmental Indemnity Agreement, dated as of October 4, 2006, executed by Current Borrower and Original Guarantor, in favor of Original Lender (the "Environmental Indemnity"), as assigned to Lender. Assignment of Contracts, Licenses, Permits, Agreements, Warranties and Approvals, dated as of October 4, 2006 from Original Operating Lessee to Current Borrower (the "Assignment of Contracts"), as assigned to Lender. Assignment of Assignment of Contracts, Licenses, Permits, Agreements, Warranties and Approvals, dated as of October 4, 2006 from Current Borrower to Original Lender (the "Assignment of Assignment of Contracts"), as assigned to Lender. Loan Assumption, Affirmation and Modification Agreement dated as of June 29, 2007 by and among Current Borrower, Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1, as Lender ("Wells Fargo Bank, as Trustee"), Grand Prix RIGG Lessee LLC, a Delaware limited liability company ("Current Operating Lessee"), and Original Operating Lessee, as assigned to Lender. Consent, Subordination and Recognition Agreement, dated as of June 29, 2007, executed by Current Operating Lessee and Island Hospitality Management, Inc., a Florida corporation, in favor of the Wells Fargo Bank, as Trustee, as assigned to Lender. Substitution of Indemnitor and Assumption of Obligations of Indemnitor dated as of June 29, 2007, by and among Grand Prix Holdings, LLC, a Delaware limited liability company ("Current Indemnitor"), Current Borrower, Original Guarantor and Wells Fargo Bank, as Trustee, as assigned to Lender.

10.

11.

12.

13.

14.

15.

The documents referred to in item 1-15 and all those certain documents evidencing and securing the Loan are collectively referred to as the "Loan Documents".

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EXHIBIT C INTENTIONALLY DELETED

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EXHIBIT D PROPERTY IMPROVEMENT PLAN

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EXHIBIT D PROPERTY IMPROVEMENT PLAN (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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EXHIBIT E 2011 ANNUAL BUDGET

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EXHIBIT E 2011 ANNUAL BUDGET (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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SCHEDULE I Organizational Chart

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SCHEDULE I Organizational Chart (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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JOINDER BY AND AGREEMENT OF CURRENT INDEMNITOR The undersigned, GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Current Indemnitor"), under the Guaranty (the "Guaranty") executed in connection with the Loan described in the Loan Document Modification and Deed of Trust Assumption Agreement ("Agreement") to which this Joinder by and Agreement of Current Indemnitor ("Current Indemnitor Joinder") is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following: 1. Defined Terms. All capitalized terms used in this Current Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Reaffirmation of Guaranty. The Guaranty constitutes the valid, legally binding joint and several obligation of Current Indemnitor, enforceable against Current Indemnitor in accordance with their respective terms. By Current Indemnitor's execution hereof, Current Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which Current Indemnitor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty or any of the other Loan Documents. 3. Agreements of Current Indemnitor. Current Indemnitor consents to the execution and delivery of the Agreement by Current Borrower and New Borrower and agrees and acknowledges that, except as set forth in paragraph 5 below, the liability of Current Indemnitor under the Guaranty shall not be diminished in any way by the execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not limited to the Requested Actions. 4. Authority Representations by the Current Indemnitor. The execution and delivery of, and performance under, this Current Indemnitor Joinder, the Guaranty by Current Indemnitor will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Indemnitor is a party or by which the Project may be bound or affected. 5. Release of Current Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Current Indemnitor Joinder, the Security Instrument, or the other Loan Documents, Current Indemnitor's obligations under the Guaranty shall not apply with respect to, and by acceptance of this Current Indemnitor Joinder, Lender agrees that Current Indemnitor is hereby released from any and all of Current Indemnitor's obligations (the "Guaranteed Obligations") under the Guaranty for acts or events occurring or obligations arising after the Effective Date, unless such Guaranteed Obligations are caused by Current Borrower and/or Current Indemnitor and/or any of their agents prior to the Effective Date.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned Current Indemnitor has executed and delivered this Current Indemnitor Joinder to be effective as of the date of the Agreement. CURRENT INDEMNITOR: GRAND PRIX HOLDINGS LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of Grand Prix Holdings LLC, a Delaware limited liability company, on behalf of said company.

Notary Public, State of My Commission Expires:

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JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, Chatham Lodging Trust ("New Indemnitor"), the Principal referred to in the Agreement to which this Joinder by and Agreement of New Indemnitor (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty and Environmental Indemnity (all as defined in the Agreement) and pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following: 1. Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Benefit to New Indemnitor. New Indemnitor, owning a direct and/or indirect interest in New Borrower as a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions. 3. Assumption by New Indemnitor of Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean and refer to the New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to New Indemnitor. 4. follows: (a) Amendment to Guaranty. The Guaranty shall be revised and modified as

Section 2 shall be deleted in its entirety and replaced with the following:

"2. Recourse Liability shall mean the full personal and recourse liability of Guarantor to indemnify Lender for any or all loss, cost, liability, judgment, claim, damage or expense sustained, suffered or incurred by Lender (including, without limitation, Lenders reasonable attorneys fees) arising out of or attributable or relating to: (i) the Loan; fraud or material misrepresentation by Grantor or Guarantor in connection with

(ii) the gross negligence or willful misconduct of Grantor or Guarantor, their respective agents or employees, or the material physical waste of the Property; (iii) the breach of provisions in the Deed of Trust or any of the other Loan Documents concerning Environmental Laws, Hazardous Substances and Asbestos (as each such terms are defined in the Deed of Trust), and any indemnification of Lender in the Deed of Trust or any of

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the other Loan Documents with respect to such Environmental Laws, Hazardous Substances and Asbestos; (iv) the removal or disposal of any portion of the Property by while an Event of Default exists; (v) the conversion by Grantor or Guarantor of: (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property; (B) any awards or other amounts received in connection with the condemnation of all or a portion of the Property; or (C) rents, issues, profits, proceeds, accounts, or other amounts received by Grantor or Guarantor (in the case of clause (C) following an Event of Default under this Guaranty, the Note, the Deed of Trust, the Environmental Agreement or any of the other Loan Documents); (vi) Grantors failure to pay taxes, assessments, charges for labor or materials or other charges that may result in liens on any portion of the Property or Grantors failure to pay on a current basis the Taxes, Insurance Premiums and Other Charges pursuant to the terms of Section 6 of the Deed of Trust; (vii) Grantors failure to pay the deductible amount of any insurance maintained in respect of the Property; (viii) Grantors failure to materially comply with the Americans With Disabilities Act; (ix) criminal acts resulting in forfeiture of any of the Property; (x) any security deposits, advance deposits or retained rents and profits collected by and with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof; (xi) Grantors failure to obtain Lenders prior written consent if consent is required under the Loan Documents to any subordinate financing; (xii) Grantors failure to obtain Lenders prior written consent if consent is required under the Loan Documents to any transfer of the Property or of any ownership interest in Grantor; (xiii) Grantors failure to materially comply with the provisions of Section 11 of the Deed of Trust pertaining to their single purpose/single asset entity status (the SPE Covenants); (xiv) Grantors failure to provide all of the financial reports and information pertaining to the Property as required by the Deed of Trust unless such failure is the result of a good faith error and is cured within ten (10) days after written notice by Lender of such failure; (xv) Grantors material default under the PIP (as defined in the Deed of Trust) as agreed to by Operator and Franchisor from time to time, beyond the expiration of any notice or cure periods provided for in the PIP; and/or (xvi) default or breach under the Operating Lease (as defined in the Deed of Trust) by Grantor beyond any applicable grace or cure period provided for therein. In addition, the agreement of Lender not to pursue recourse liability as set forth in the Note SHALL BE AND BECOME NULL AND VOID and shall be of no further force or effect if: (i) any financial information concerning Grantor or Guarantor is fraudulent in any respect, contains any fraudulent information with respect to the financial condition of Grantor or Guarantor; (ii) a

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voluntary bankruptcy or insolvency proceeding is commenced by Grantor or a managing member of Grantor; or (iii) an involuntary bankruptcy or insolvency proceeding is commenced by any party against Grantor or a managing member of Grantor and is not unconditionally dismissed within ninety (90) days of filing and (A) either (1) at the time of the filing of such proceeding Grantor was in material breach of the SPE Covenants, or (2) Lender is able to prove collusion between Grantor or either of their Affiliates and the party commencing such action. Upon the occurrence of any of the foregoing events, subject to the limitation set forth in the first sentence in Section 3 herein, Grantor and Guarantor shall have full joint and several recourse liability for all sums due under the Loan Documents." (b) Section 3 is deleted in its entirety and replaced with the following:

"3. Notwithstanding anything contained in this Guaranty to the contrary, and only to the extent the actions described in Section 2(i)-(xvi) hereof and the last paragraph in Section 2 hereof are directly caused by Grantor, Borrower or Operating Lessee, or any other person (excluding Lender, its Affiliates, any entity owned or controlled by Lender or any other lender to Borrower under the Loan Agreement) that controls Borrower, Grantor or Operating Lessee, Guarantor hereby absolutely and unconditionally guarantees the prompt satisfaction and discharge of any and all Recourse Liability, without defense, offset, counterclaim or right of subrogation, each of which is hereby waived. This Guaranty is and shall be construed as a continuing, absolute and unconditional guaranty of payment, and not as a guaranty of collection. It is expressly understood and agreed that this is a continuing guaranty and that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances, without regard to the validity, regularity or enforceability of the Note or the other Loan Documents, a true copy of each of which documents Guarantor hereby acknowledges having received and reviewed." (c) Section 9 is revised so that "CT Corporation System" is revised to be "_____________________" having an address at ________________________. (d) Section 17 is deleted in its entirety and replaced with the following:

"17. Except as provided in Section 3 hereof, this Guaranty shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of power of sale, acceptance by Lender of a deed in lieu of foreclosure or repayment of the Loan." (e) The address for Guarantor in the Guaranty shall be revised to the address in Section 9 below and Lender's address shall be revised to the address for Lender in the Agreement. 5. Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of the Current Borrower's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder, including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements and liabilities of Current Borrower, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued and without regard to the Current Borrower's responsibility therefore, if any. New Indemnitor further agrees to pay, perform, and discharge each and every
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obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower. From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower" used in the Environmental Indemnity shall mean and refer to the New Borrower and the term "Guarantor" used in the Environmental Indemnity shall mean and refer to New Indemnitor. 6. Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement. 7. Authority Representations by New Indemnitor. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under the New Indemnitor Joinder and the Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor is a party or by which the Project may be bound or affected. 8. Notices to New Indemnitor. From and after the Effective Date, Lender shall deliver any notices to New Indemnitor which are required to be delivered pursuant to the Guaranty and Environmental Indemnity , or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to New Indemnitor at the following address: ____________________ ____________________ ____________________ Attn: ________________ Facsimile: ____________ All notices to be sent by New Indemnitor to Lender under the Guaranty and Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached. 8. Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) The undersigned New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement. NEW INDEMNITOR:

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CHATHAM LODGING TRUST, a real estate investment trust

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) )

ss:

The foregoing instrument was acknowledged before me this _____ day of ________, 2011, by ________________ as __________________ of Chatham Lodging Trust, a real estate investment trust, on behalf of the said trust. He is personally known to me or has produced a drivers license as identification.

NOTARY PUBLIC, STATE OF FLORIDA Print or Stamp Name of Notary My Commission Expires: [AFFIX NOTARY STAMP ABOVE]

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After recording, return to: Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 Attn: Post-Closing Department (Space Above For Recorder's Use Only)

LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT (CSMC 2007-C1; Loan No. M011054852) THIS LOAN DOCUMENT MODIFICATION AND DEED OF TRUST ASSUMPTION AGREEMENT ("Agreement") is executed on _______________, 2011 (the "Effective Date"), and is entered into among WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 ("Lender"), having an address at c/o Berkadia Commercial Mortgage LLC, 118 Welsh Road, Horsham, Pennsylvania 19044, Attn: CBMS Asset Management, Re: CSMC 2007-C1; Loan No. M011054852; KPA RIGG LLC, a Delaware limited liability company ("Current Borrower"), GRAND PRIX RIGG LESSEE, LLC, a Delaware limited liability company ("Existing Operating Lessee"), each having an address at Innkeepers USA Trust, 340 Royal Poinciana Way, Suite 306, Palm Beach, FL 33480, CHATHAM RIGG LLC, a Delaware limited liability company ("New Borrower"), and CHATHAM RIGG LEASECO LLC, a Delaware limited liability company ("New Operating Lessee"), each having an address at 50 Cocoanut Row, Suite 211, Palm Beach, Florida 33480. Current Borrower and Existing Operating Lessee are hereinafter sometimes collectively referred to as "Current Borrower Parties". New Borrower and New Operating Lessee are hereinafter sometimes collectively referred to as "New Borrower Parties." Current Borrower Parties and New Borrower Parties are hereinafter sometimes collectively referred to as "Borrower Parties". PRELIMINARY STATEMENT A. Current Borrower is the current owner of the fee title to that certain real property ("Land") and the building and improvements thereon ("Improvements"), commonly known as a "Residence Inn by Marriott Garden Grove," more particularly described in Exhibit A attached hereto and made a part hereof (the Land and the Improvements are hereinafter sometimes collectively referred to as the "Project").

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B. Lender is the current owner and holder of a loan ("Loan") in the original principal amount of $37,600,000.00, as evidenced and/or secured by the documents described on Exhibit B attached hereto and any and all other agreements, documents, instruments evidencing, securing or in any manner relating to the Loan, as all of the same may be amended, restated, supplemented or otherwise modified from time to time, shall hereinafter be collectively referred to as the "Loan Documents"). The Loan is secured in part by the Project, which Project is described in and encumbered by the "Security Instrument" described on Exhibit B. C. The Project has been leased by Current Borrower to Existing Operating Lessee, pursuant to the terms of an Operating Lease Agreement dated as of October 4, 2006 by and between Current Borrower and KPA RIGG Lessee LLC, a Delaware limited liability company, as assigned to and assumed by Existing Operating Lessee (the "Existing Operating Lease"). D. Events of Default have occurred under the Loan Documents, due to, among other things, Current Borrowers filing with the United States Bankruptcy Court Southern District of New York (the Bankruptcy Court) a voluntary petition for relief on July 19, 2010 (the Bankruptcy Case), under Title 11 of the United States Bankruptcy Code (as amended, the "Bankruptcy Code"). E. In connection with that certain confirmation order of the Bankruptcy Court (the "Bankruptcy Order") confirming the plan of reorganization captioned Debtors Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code pursuant to 1129 of the Bankruptcy Code (in form and substance reasonably satisfactory to each of Lender and each of the Borrower Parties, in each of their respective reasonable discretions), Current Borrower Parties desire to: (i) sell its fee simple interest in the Project to New Borrower in accordance with the Bankruptcy Order; (ii) terminate the Existing Operating Lease; (iii) terminate the Existing Management Agreement (as defined below); and (iv) terminate the Existing Franchise Agreement (as defined below) (subsections (i) (iv) above, collectively, the "Current Borrower Actions"); and New Borrower Parties desire to: (a) purchase Current Borrower's fee simple interest in the Project; (b) to assume Current Borrower Parties' obligations under the Loan Documents as such obligations have been modified in accordance with this Agreement; (c) lease the Project to New Operating Lessee pursuant to that certain Lease Agreement between New Borrower, as lessor, and New Operating Lessee, as lessee, dated as of even date herewith (the "Operating Lease"), as amended from time to time to the extent permitted under the Loan Documents; (d) cause New Operating Lessee to enter into a franchise license agreement with Marriott International, Inc. ("Franchisor") for the Project (the "Franchise Agreement"); (e) cause New Operating Lessee to enter into a new management agreement with Island Hospitality Management III, Inc., a Florida corporation ("Project Manager"); (f) amend the Loan Documents as provided herein (subsection (a) (e) above, collectively, the "New Borrower Actions). Current Borrower Actions and New Borrower Actions are hereinafter sometimes collectively referred to as "Requested Actions". F. The Security Instrument requires Lender's consent to the Current Borrower Actions and the New Borrower Actions. G. The Lender has agreed to consent to Current Borrower Actions and the New Borrower Actions, all on the terms and conditions hereinafter set forth. 2

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In consideration of $10.00 paid by each of the parties to the other, the mutual covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are acknowledged, the parties agree as follows: ARTICLE 1 ACKNOWLEDGMENTS, WARRANTIES AND REPRESENTATIONS 1.1 Current Borrower Parties Representations. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, Current Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows; provided, however, that the following acknowledgments, warranties, representations and agreements shall terminate as of 12:01 am eastern standard time on the Effective Date (the Termination Cut-Off) and shall not survive beyond the Termination Cut-Off; provided, further, that the Current Borrower Parties shall have no liability for a breach or misrepresentation of the following acknowledgements, warranties, representations and agreements to Lender or the New Borrower Parties from and after the Termination Cut-Off: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of Current Borrower.

(i) Current Borrower. Current Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California, if required. Innkeepers USA Limited Partnership, a Virginia limited partnership ("Innkeepers LP") is the sole member of Current Borrower. Innkeepers LP, acting alone, without the joinder of any manager of Current Borrower or any other party, has the power and authority to execute this Agreement and the other documents to be executed in connection with the Requested Actions (the "Other Documents") and to duly bind Current Borrower hereunder and thereunder. Upon entry of the Confirmation Order, the execution and delivery of, and performance under, this Agreement and the Other Documents by Current Borrower has been duly and properly authorized pursuant to all requisite limited liability 3

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company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement or any other organizational document of Current Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Borrower is a party or by which the Project may be bound or affected. (ii) Innkeepers LP. Innkeepers LP is a duly organized, validly existing limited partnership in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of California, if required. Innkeepers Financial Corporation ("IFC") is the sole general partner of Innkeepers LP. Upon entry of the Bankruptcy Order, IFC acting alone, without the joinder of any other partner of Innkeepers LP or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind Innkeepers LP hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by Innkeepers LP on behalf of Current Borrower has been duly and properly authorized pursuant to all requisite limited partnership action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Innkeepers LP or the certificate of limited partnership, limited partnership agreement or any other organizational document of Innkeepers LP or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Innkeepers LP is a party or by which the Project may be bound or affected. (iii) IFC. IFC is a duly organized, validly existing corporation in good standing under the laws of the Commonwealth of Virginia and is qualified to transact business in the State of California, if required. Mark Murphy ("Authorized Officer") is the __________ of IFC. Upon receipt of the Bankruptcy Order, Authorized Officer, acting alone, without the joinder of any other officer or director of IFC or any other party, has the power and authority to execute this Agreement and the Other Documents and to duly bind IFC hereunder and thereunder. The execution and delivery of, and performance under, this Agreement and the Other Documents by IFC, on behalf of Innkeepers LP and Current Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to IFC or the articles of incorporation, bylaws or any other organizational document of IFC or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which IFC is a party or by which the Project may be bound or affected. (c) Compliance with Laws. To Current Borrower's knowledge, and except as would not reasonably be expected to have a material adverse effect on the use and operation of the Project, Current Borrower possesses all licenses, permits and approvals required by any governmental body, each of which is valid and in full force and effect, and no provision, condition or limitation of any of the licenses, permits and approvals required has been materially breached or violated.

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(d) Leases. There are no tenant leases affecting the Project. The Existing Operating Lease is the only lease affecting the Project and is currently in full force and effect. Existing Operating Lessee is in possession of the leased premises. The Existing Operating Lease will be terminated as of the Effective Date. (e) Title to Project and Legal Proceedings. Current Borrower is the current owner of fee title of the Project. As of the Effective Date, Current Borrower has good and marketable title to the Project subject to those liens that are permitted under the Chatham APA (as defined in the Bankruptcy Order). (f) No Special Taxes. Current Borrower has no knowledge of, nor has received any notice of, any special taxes or assessments relating to the Project or any part thereof or any planned public improvements that may result in a special tax or assessment against the Project. (g) Litigation. Except for all claims or pending motions that have been asserted or filed prior to the date hereof by third parties against the Current Borrower Parties in the Bankruptcy Case, including any adversary proceedings in connection therewith, there is not pending or, to the knowledge of the Current Borrower, threatened, any action, suit, proceeding, claim, investigation, application or complaint (whether or not purportedly on behalf of a Current Borrower) against or affecting Current Borrower which in any way could materially and adversely affect the Project, in law or in equity, or which could affect the validity of this Agreement. (h) Loan Documents. The Loan Documents constitute valid and legally binding obligations of Current Borrower Parties and enforceable against Current Borrower Parties, as applicable, and the Project in accordance with their terms. Each Current Borrower Party , on behalf of itself and its heirs, successors and assigns, remises, releases, acquits, satisfies and forever discharges Lender, Lender's servicers (including, but not limited to Berkadia Commercial Mortgage LLC as Master Servicer and LNR Partners, LLC), and any subsidiary, affiliate or parent of Lender or of any of its servicers, and each of the foregoing parties' respective predecessors in interest, and each and all of their respective past, present and future partners, members, officers, directors, shareholders, employees, agents, contractors, representatives, participants, heirs, and all of the respective successors and assigns of each of the foregoing (collectively, "Lender Parties") from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, claims, demands and causes of action of any nature whatsoever, whether at law or in equity, whether known or unknown, either now accrued or subsequently maturing, which each Current Borrower Party now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the date of this Agreement relating in any way to (i) the Loan, (ii) the Loan Documents, (iii) the Bankruptcy Case, (iv) the Project and (v) any other agreement or transaction between any Current Borrower Party and any of Lender Parties concerning matters arising out of or relating to the items set forth in subsections (i) - (iv) above, including without limitation, the Proof of Claim filed by Lender in the Bankruptcy Case. Each Current Borrower Party and Current Indemnitor (as defined on Exhibit B), for itself and its successors and assigns, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of

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any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action (i) Existing Management Agreement. The Project is currently managed pursuant to the terms of a hotel management agreement dated June 29, 2007 (the "Existing Management Agreement") between Existing Operating Lessee and Island Hospitality Management, Inc. a Florida corporation. The Existing Management Agreement shall be terminated prior to the Effective Date. All sums due and payable thereunder have been or will be paid in full or will be discharged pursuant to the Bankruptcy Order. (j) Existing Franchise Agreement. That certain Residence Inn Marriot Relicensing Franchise License Agreement dated June 29, 2007 (the "Existing Franchise Agreement") pursuant to which Existing Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by Franchisor will have been terminated prior to the Effective Date and all sums due thereunder shall have been or will be paid in full as of the Effective Date or will be discharged pursuant to the Bankruptcy Order. (k) Operation of Property. Current Borrower and Existing Operating Lessee affirm that neither has taken any action that has caused a material adverse effect on the Project or the New Borrower Parties' ability to continue to use and operate the Project after the Effective Date in a manner consistent with the use and operations in place at the Project as of the Effective Date. (l) Personal Property. All of the personal property and inventory being conveyed by the Current Borrower and Existing Operating Lessee to New Borrower and New Operating Lessee or its designee are free and clear of all liens, leases and other encumbrances, except for encumbrances disclosed in writing to Lender. 1.2 Acknowledgments, Warranties and Representations of New Borrower Parties. As a material inducement to Lender to enter into this Agreement and to consent to the Requested Actions, New Borrower Parties acknowledge, warrant, represent and agree to and with Lender as follows, as of the Effective Date: (a) Incorporation of Recitals. All of the facts set forth in the Preliminary Statement of this Agreement are true and correct and incorporated into this Agreement by reference. (b) Authority of New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of California, if required. ___________ ("New Borrower Authorized Officer") as the ___________ of New Borrower, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and 6

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to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower Authorized Officer on behalf of New Borrower has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of incorporation, bylaws or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected. (c) Authority of New Operating Lessee. New Operating Lessee is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to conduct business in the State of California, if required. ____________ ("New Operating Lessee Authorized Officer") as the ________________ of New Operating Lessee, acting alone without the joinder of any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Operating Lessee under this Agreement as applicable. The execution and delivery of, and performance under, this Agreement as applicable by New Operating Lessee Authorized Officer on behalf of New Operating Lessee has been duly and properly authorized pursuant to all requisite corporate action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Operating Lessee or the articles of incorporation, bylaws or any other organizational document of New Operating Lessee or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Operating Lessee is a party or by which the Project may be bound or affected. (d) Financial Statements. The financial statements and other information (the "Financial Statements") of Chatham Lodging Trust, a real estate investment trust ("Principal"), which have been previously delivered to Lender are true, complete and accurate in all material respects and accurately represent the financial condition of Principal as of the date thereof. To the knowledge of Principal, there has not been any material adverse change to the financial condition of Principal between the date of the delivery of the Financial Statements to Lender and the Effective Date. New Borrower agrees to timely comply with all financial, bookkeeping and reporting requirements set forth in the Loan Documents, including, without limitation, those set forth in Section 19 of the Security Instrument. (e) Bankruptcy Proceedings. Neither New Borrower or its member, New Operating Lessee, Project Manager nor any entities which may be owned or controlled directly or indirectly by New Borrower or its member, New Operating Lessee, Project Manager ("Related Entities") has been a party to any proceeding for relief, protection, reorganization, liquidation, dissolution or similar relief for debtors under any local, state, federal or other insolvency law or laws providing relief for debtors within seven (7) years prior to the date of this Agreement. (f) New Borrower's Organizational Documents. New Borrower has not transacted any business in New Borrower's name since its formation. New Borrower is and will continue to be in full material compliance with all of its organizational documents and the single purpose entity and separateness requirements of the Loan Documents and such organizational 7

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documents do not conflict with any of such single purpose entity and separateness requirements of the Loan Documents. (g) Non-Consolidation Opinion. New Borrower will comply with each of the assumptions made with respect to it in that certain substantive non-consolidation opinion letter, dated as of the Effective Date, delivered by New Borrower's counsel, Hunton & Williams, in connection with the Requested Actions (the "Non-Consolidation Opinion"), including but not limited to, any exhibits attached thereto, any certificates referred to therein and any subsequent non-consolidation opinion delivered. New Borrower has caused and shall cause each entity other than New Borrower with respect to which an assumption is made in the Non-Consolidation Opinion, including but not limited to, any exhibits attached thereto, to comply with each of the assumptions made with respect to it in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein. All of the assumptions made in the Non-Consolidation Opinion, including, but not limited to, any exhibits attached thereto, and any certificates referred to therein are true and correct. (h) Insurance. To the extent the required insurance under the Operating Lease is insufficient to satisfy the insurance requirements under the Security Instrument, New Borrower agrees to provide any additional insurance coverage in order to comply with the terms of the Security Instrument. (i) Assets of New Borrower. As of the Effective Date, the only assets of New Borrower are its interest in the Project, the personal property owned by New Borrower and used in connection with the Project, its interest in New Operating Lessee and cash or cash equivalents. (j) Cash Management Agreement. New Borrower agrees and acknowledges that (i) that certain Cash Management Agreement between New Borrower, Lender, New Operating Lessee, Project Manager and Berkadia Commercial Mortgage, LLC, as Agent, dated as of the Effective Date (the "Cash Management Agreement") is in full force and effect, (ii) all actions have been taken to open any new accounts required thereunder for New Borrower and New Operating Lessee. New Borrower and New Operating Lessee shall take all the necessary actions under the Cash Management Agreement, including, the opening of the Lockbox Account and Cash Management Account (both as defined in the Cash Management Agreement) and execution by New Borrower, New Operating Lessee and Project Manager and/or its bank of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender. New Borrower agrees and (k) Deposit Account Control Agreement. acknowledges that (i) the Deposit Account Control Agreement is in full force and effect, and (ii) all actions have been taken to open any new accounts required thereunder for New Borrower. New Borrower shall execute and deliver to Lender an Amendment to Deposit Account Control Agreement (the "Amendment to Deposit Account Control Agreement") and shall take all the necessary actions under the Amendment to Deposit Account Control Agreement, including, the opening of the Account (as defined in the Deposit Account Control Agreement) and execution by New Borrower and/or New Operating Lessee of appropriate acknowledgments, confirmations, directions and financing statements, all in form reasonably acceptable to Lender.

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(l) Property Improvement Plan/Immediate Repairs. In connection with the Franchise Agreement, Franchisor may require certain improvements and repairs to be made to the Project as more particularly set forth in the Property Improvement Plan dated _______________ (the "PIP"), a copy of which is attached hereto as Exhibit D and is made a part hereof. New Borrower shall comply and shall cause New Operating Lessee and Project Manager to comply with the terms and conditions of the PIP, timely complete such improvements and repairs within the time frames set forth in the PIP (or such longer time as Franchisor may agree), and provide written confirmation of such completion to Lender. Failure by New Operating Lessee to timely and materially complete the PIP as required thereunder (as extended by the Franchisor), which would allow Franchisor to terminate the Franchise Agreement, shall result in an Event of Default under the Loan Documents (subject to any cure period provided in the Loan Documents or the Franchise Agreement). (m) Liquor License. If applicable, Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to obtain a liquor license for use at the Project. New Borrower shall cause New Operating Lessee or Project Manager, or its affiliate, to provide Lender with copies of the application submitted for such liquor license. By its execution of a separate agreement with Lender, New Operating Lessee or Project Manager or its affiliate will, among other things, conditionally assign to Lender, all of New Operating Lessee or Project Manager or affiliate's right, title and interest in and to any liquor license being obtained by New Operating Lessee or Project Manager or its affiliate for the Project as additional security for the Loan and shall agree to reasonably cooperate with Lender in transferring and relinquishing the liquor license used at the Project to Lender or its designee upon an Event of Default (that is not cured in accordance with the Loan Documents) and an exercise of remedies by Lender under the Loan Documents. (n) Loans to Related Entities. There are no loans payable by New Borrower to any officers, directors or shareholders of New Borrower or any other Related Entities or other entities or persons. (o) New Borrower Parties' Interests. Except as provided in this Agreement, neither New Borrower nor any of its officers or directors is obtaining a loan to finance its interest in New Borrower or the Project or pledging its interest in New Borrower to any party. (p) Prohibited Person. New Borrower warrants and represents, after review of the website identified below, that neither to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224, issued on September 24, 2001 (EO13224), (ii) whose name appears on the United States Treasury Departments Office of Foreign Assets Control (OFAC) most current list of Specifically Designated Nationals and Blocked Persons (which list may be published from time to time in various media including, but not limited to, the OFAC website, http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, (iii) who commits, threatens to commit or supports terrorism, as that term is defined in EO13224, or (iv) who, to the knowledge of New Borrower, is otherwise affiliated with any entity or person listed above (any and all parties or persons described in clauses [i] [iv] above are herein referred to as a Prohibited Person). 9

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New Borrower covenants and agrees that to New Borrower's and Principal's knowledge, neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) will (a) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (b) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EO13224. New Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification as may be reasonably requested by Lender in its reasonable discretion, confirming that, based on reasonable inquiry (x) neither New Borrower nor Principal nor any of their respective officers, directors, , partners, members or affiliates (including the holders of indirect equity interests in New Borrower) is a Prohibited Person and (y) neither New Borrower, Principal nor their respective officers, directors, partners, members or affiliates (including the holders of indirect equity interests in New Borrower) has (a) knowingly conducted any business, or engaged in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person or (b) knowingly engaged in or conspired to engage in any transaction that evaded or avoided, or had the purpose of evading or avoiding, or attempted to violate, any of the prohibitions set forth in EO13224. (q) Loan Documents. The Loan Documents, from and after the Effective Date, as modified pursuant to this Agreement, are valid and legally binding obligations of New Borrower, enforceable against New Borrower and the Project in accordance with their terms. Except for the payment of the Principal Paydown (as defined below), this Agreement and the execution of other documents contemplated hereby do not constitute the creation of a new debt or the extinguishment of the debt evidenced by the Loan Documents, nor will they in any way affect or impair the liens and security interests created by the Loan Documents, which New Borrower acknowledges to be valid and existing liens and security interests in the Project. Except for the payment of the Principal Paydown, New Borrower agrees that the lien and security interests created by the Loan Documents continue to be in full force and effect, unaffected and unimpaired by this Agreement or by the transfer of the Project or any collateral described in financing statements filed in connection with the Loan Documents and neither New Borrower nor New Operating Lessee shall impair the perfection or priority of said liens and security interests, which shall so continue in their perfection and priority until the debt secured by the Loan Documents is fully discharged. New Borrower has no defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action of any kind or nature whatsoever against the Lender Parties with respect to (i) the Loan, (ii) the Loan Documents, or (iii) the Project. To the extent New Borrower would be deemed to have any such defenses, affirmative defenses, setoffs, claims, counterclaims, crossclaims or causes of action as of the Effective Date, New Borrower knowingly waives and relinquishes them. New Borrower acknowledges that it has received copies of all of the Loan Documents. (r) No Default. To New Borrower's actual knowledge, no event, fact or circumstance has occurred or failed to occur which constitutes, or with the lapse or passage of time, giving of notice or both, could constitute a default or an Event of Default by New Borrower under the Loan Documents.
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(s) Inspections. Other than that certain Property Condition Report for the Project dated _______________, prepared by ________________, under Project _____________, that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, and that certain Survey of the Project dated _____________, prepared by _____________________ under Project No. ______________, New Borrower has not obtained any other written inspection reports relating to the Project. Additionally, New Borrower has not obtained any tenant estoppel certificates from the tenants located at the Project that have not been delivered to Lender. (t) Reaffirmation. To New Borrower's actual knowledge, New Borrower affirms and confirms the truth and accuracy of all representations and warranties set forth in the Loan Documents, in all material respects, as if made on the Effective Date; provided, however, to the extent any representation or warranty contained in the Loan Documents conflicts with any representation or warranty contained in this Agreement, then the representation and warranty contained in this Agreement shall control. (u) Additional Financing. New Borrower acknowledges and agrees that neither New Borrower nor any of its Related Entities shall have the right to obtain any mezzanine financing or additional financing other than the Loan in connection with the Project. (v) Annual Budget. Current Borrower, Existing Operating Lessee or an affiliate thereof has submitted to Lender the Budget (as defined in the Security Instrument) for the calendar year 2011 attached as Exhibit E, which Budget has been reasonably approved by Lender. New Operating Lessee shall provide Lender with a Budget for each subsequent calendar year in accordance with the Security Instrument. New Operating Lessee, or the Project Manager, as applicable, shall use commercially reasonable efforts to operate the Project in accordance with the approved Budget. (w) Operating Lease. New Operating Lessee shall lease the Project from New Borrower pursuant to the Operating Lease which agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee covenant and agree: (i) to comply with all material financial and other material terms and conditions of the Operating Lease, (ii) not to amend any material financial or other material term of the Operating Lease that may adversely affect New Borrower without obtaining the prior written consent of Lender, which consent may not be unreasonably withheld or delayed, (iii) not to assign, transfer or pledge (other than to Lender) any of their respective interests in the Operating Lease to any third party, (iv) not to consent or permit the assignment, pledge or other transfer of any right, title or interest in the Operating Lease or shares of New Operating Lessee to any third party, (v) not to sublease, license or otherwise grant any of its right to use any portion of the Project to any third party in violation of the Security Instrument; (vi) to pay to Lender any termination, consent or similar type fee paid or payable to New Borrower (as provided in the Operating Lease) in connection with any termination of any or part of the Operating Lease (the "Termination Fee") (which fee shall be held by Lender as security for the Loan, provided, however, the Termination Fee paid by New Borrower in accordance with this subsection (vi) shall be paid to Lender in a lump sum or as and when received by New Borrower and shall be credited against the next payment or payments (as applicable) due under the Loan Documents), and (vii) to use commercially reasonable efforts to enforce the terms and conditions of the Operating Lease. New Operating Lessee hereby 11

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acknowledges and agrees that if after the Effective Date a default or an Event of Default occurs and is continuing under the Loan Documents, Lender may elect, as one of its remedies under the Loan Documents (but not its exclusive remedy), to terminate the Operating Lease with respect to the Project, and Lender shall not be obligated to pay New Operating Lessee any termination fee or any other consideration (including, without limitation, the provision of another location in which to operate) in connection with Lender's termination of the Operating Lease. To the extent any of the terms and provisions of the Operating Lease conflict with the terms of the Loan Documents (including, without limitation, the required insurance and use of casualty or condemnation provisions), the terms and conditions of the Loan Documents shall prevail. Any material breach of the provisions of this Section by New Borrower or New Operating Lessee shall constitute an Event of Default under the Loan Documents, subject to notice as provided in the Loan Documents. (x) Management of Project. Project Manager shall manage the Project, pursuant to a written property management agreement between New Operating Lessee and Project Manager dated as of the Effective Date (the "New Management Agreement"), which New Management Agreement has been reasonably approved by Lender. New Borrower and New Operating Lessee acknowledge that certain of the fees due under the New Management Agreement, and the material terms and provisions of the New Management Agreement, are subordinate to the Security Instrument. Neither New Borrower nor New Operating Lessee shall terminate, cancel, materially modify or revise, assign, renew or extend the New Management Agreement without Lender's prior written consent; provided, however, that New Operating Lessee shall be permitted to assign the New Management Agreement to an affiliate of Project Manager with Lender's consent, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply and shall cause New Operating Lessee to comply with all terms and conditions of the New Management Agreement. Lender recognizes that New Borrower is not a party to the New Management Agreement; however, the parties acknowledge that if New Operating Lessee changes Project Manager without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed in the event that the requested change of Project Manager by New Operating Lessee (and the accompanying assignment of the New Management Agreement) is to an affiliate of Project Manager), it shall constitute an Event of Default under the Loan Documents. The term "Management Agreement" or "management agreement" or such other similar term in the Loan Documents shall hereafter refer to the New Management Agreement. The term "Manager" or such other similar term in the Loan Documents shall hereafter refer to Project Manager. (y) New Franchise Agreement and Owner Agreement.

(i) The Franchise Agreement dated ____________, between New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender, pursuant to which New Operating Lessee has the right to operate the hotel located on the Project under a name and/or hotel system controlled by such Franchisor, is in full force and effect and there is no default, breach, or violation existing thereunder by any party thereto and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower and New Operating Lessee acknowledge and agree that the fees due under the Franchise Agreement, and the terms and provisions of the Franchise Agreement, are subordinate to the Security Instrument. New 12

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Operating Lessee shall not terminate, cancel, amend or modify in any material respect, renew or extend the Franchise Agreement, or enter into any agreement relating to the right to operate the hotel located on the Project under a name and/or hotel system controlled by a franchisor other than Franchisor, without the prior express written consent of Lender, which consent shall not be unreasonably withheld or delayed. New Borrower shall comply with, or cause New Operating Lessee to comply with, all material terms and conditions of the Franchise Agreement, including but not limited to the maintenance and operation of the facilities required to serve alcoholic beverages, if any. The term "Franchise Agreement" or such similar term in the Loan Documents shall hereinafter refer to the Franchise Agreement referred to herein. New Borrower shall deliver to Lender an unsigned comfort letter, in a form reasonably approved by New Franchisor, from New Franchisor in form and content reasonably acceptable to Lender prior to the Effective Date and an original comfort letter (in the form previously approved by Lender) executed by New Franchisor within seven (7) business days following the Effective Date. (ii) The Owner Agreement dated ________, 2011, among New Borrower, New Operating Lessee and Franchisor, a true and correct copy of which has been delivered to Lender (the "Owner Agreement"), is in full force and effect and there is no material default, breach, or violation existing thereunder by any party thereto and no event has occurred, that, with the passage of time or the giving of notice, or both, would constitute a default, breach or violation by any party thereunder. New Borrower acknowledges and agrees that the fees, if any, due under the Owner Agreement, and the terms and provisions of the Owner Agreement, are subordinate to the Security Instrument. New Borrower shall (i) promptly perform and observe all of the material covenants required to be performed and observed by it under the Owner Agreement and do all things reasonably necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any default under the Owner Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each any financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Owner Agreement; and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by the manager and lessee under the Owner Agreement. New Borrower shall not, without Lender's prior consent (not to be unreasonably withheld or delayed): (i) surrender, terminate or cancel the Owner Agreement; (ii) reduce or consent to the reduction of the term of the Owner Agreement; (iii) increase or consent to the increase of the amount of any charges under the Owner Agreement; (iv) otherwise materially modify, change, supplement, materially alter or amend, or waive or release any of its rights and remedies under, the Owner Agreement; or (vi) suffer or permit the occurrence of continuance a default beyond any applicable cure period under the Owner Agreement. ARTICLE 2 ACKNOWLEDGMENTS AND COVENANTS OF BORROWER PARTIES As a material inducement to Lender to enter into this Agreement and to consent to Requested Actions, each of Borrower Parties, as to itself only, acknowledges, warrants, represents, covenants and agrees to and with Lender as follows: 2.1 Assumption of Loan. Except as modified pursuant to this
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Agreement, New Borrower hereby assumes the indebtedness due under the Note (as modified by the Principal Paydown), the Loan and all of Current Borrower Parties' other obligations, as grantor, mortgagor, borrower, assignor, trustor, indemnitor, guarantor, or maker, as the case may be, under the Loan Documents to the same extent as if New Borrower had signed such instruments. New Borrower agrees to comply with and be bound by all the terms, covenants and agreements, conditions and provisions set forth in the Loan Documents. 2.2 Indebtedness. Borrower Parties acknowledge and agree that as of __________, 2011 (the "Calculation Date") and prior to taking into account the Principal Paydown and any Cash Collateral Payments (as defined in that certain Stipulation by and between Innkeepers USA Trust, LNR Partners LLC and the Ad Hoc Committee of Preferred Shareholders), the outstanding principal balance of the Loan is $___________ and $___________ of accrued and unpaid interest calculated at the Note interest rate is due and payable by Current Borrower to the Lender as of the Effective Date. As of the Effective Date, Lender has received $_________________ in Cash Collateral Payments allocable to interest for this PropertyProject and Lender has agreed to waive $2,100,000 of accrued interest such that the net amount of all accrued and unpaid interest due to Lender from Current Borrower as of the Effective Date is $_______________ ("Unpaid Interest Amounts"), which sumUnpaid Interest Amounts shall be paid by Current Borrower on or prior to the Effective Date. As of the Calculation Date, Lender is holding the following escrow and reserve balances
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(collectively, "Escrow Balances"): (i) a tax escrow balance of $____________; (ii) an insurance escrow balance of $__________; (iii) a replacement reserve escrow balance of $_________; and (iv) a required repair reserve escrow balance of $______________. Further, Borrower Parties acknowledge and agree that Lender will continue to hold the Escrow Balances for the benefit of New Borrower in accordance with the terms of the Loan Documents. In the event of any error in, or omission from, the foregoing, Lender shall not be prejudiced, limited, or estopped, in any way in its right to charge, collect and receive any and all monies lawfully due Lender under the Loan Documents. By its execution hereof, Lender represents and warrants to New Borrower that to Lender's actual knowledge (i) the amounts set forth above are correct, (ii) Lender has not issued any written notices of default to Current Borrower which have not been cured, and (iii) there are no existing material defaults under the Loan Documents. 2.3 Assumption Fees. Simultaneously with or prior to the execution hereof, New Borrower shall pay to or has paid Lender: (i) an assumption fee equal to $__________, which is 1% of the outstanding principal balance of the Loan as calculated after the Principal Paydown; (ii) a liquidation fee equal to $__________, which is 1% of the Principal Paydown; (iii) an administration fee equal to $125.00; (iv) a flood determination fee equal to $15.00; and (v) an insurance review fee equal to $400.00, each of which New Borrower agrees are fees for new consideration and are not interest charged in connection with the Loan.

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2.4 Payment of Transaction Costs and Expenses. New Borrower shall pay at the time of execution of this Agreement by Lender: (a) the reasonable legal fees and disbursements of Lender's counsel in connection with this transaction, Bilzin Sumberg Baena Price & Axelrod LLP, in connection with the preparation of this Agreement and the transactions contemplated in this Agreement; (b) fees to financial advisors in connection with this transaction; (c) all recording costs and documentary stamps, or other taxes if any, due upon the recording of this Agreement; and (dc) the costs of updating Lender's policy of title insurance insuring the Security Instrument to a current date and endorsing such policy to include this Agreement in the description of the Security Instrument with no additional exceptions, or, at Lender's option, the cost of obtaining a new Lender's policy of title acceptable to Lender insuring the Loan Documents as affected by this Agreement. 2.5 Post Closing Transfer of Licenses. Borrower Parties shall cause all licenses, permits and operating agreements required for the operation of the Project as it is currently being operated (collectively the "Licenses") to be transferred (to the extent the Licenses are transferable) or reissued into the name of New Borrower, New Operating Lessee and/ or Project Manager, as appropriate, within ninety (90) days after the Effective Date. The failure to timely transfer or obtain the Licenses in accordance with this Section 2.5 within ninety (90) days of the Effective Date shall constitute an Event of Default under the Security Instrument, provided however, so long as New Borrower Parties are diligently pursuing the transfer and/or issuance of Licenses and
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continue to provide Lender with updates of progress of such transfers and/or issuance, the New Borrower Parties shall have up to an additional ninety (90) days until an Event of Default shall be deemed to have occurred under the Security Instrument. 2.6 Release and Covenant Not To Sue. Each of Borrower Parties, as to itself and all of its heirs, successors and assigns only, remises, releases, acquits, satisfies and forever discharges Lender Parties from any and all manner of debts, accountings, bonds, warranties, representations, covenants, promises, contracts, controversies, agreements, liabilities, obligations, expenses, damages, judgments, executions, actions, inactions, claims, demands and causes of action of any nature whatsoever, at law or in equity, known or unknown, either now accrued or subsequently maturing, which any of Borrower Parties now has or hereafter can, shall or may have by reason of any matter, cause or thing, from the beginning of the world to and including the Effective Date, to the extent arising out of or relating to (a) the Loan (b) the Loan Documents, and (c) the Project. Each of Borrower Parties, as to itself and all of its respective heirs, successors and assigns only, covenants and agrees never to institute or cause to be instituted or continue prosecution of any suit or other form of action or proceeding of any kind or nature whatsoever against any of Lender Parties by reason of or in connection with any of the foregoing matters, claims or causes of action arising prior to the Effective Date. 2.7 Further Assurances. Borrower Parties shall execute and deliver to Lender such agreements, instruments, documents, financing
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statements and other writings as may be reasonably requested from time to time by Lender to perfect and to maintain the perfection of Lender's security interest in and to the Project, and to consummate the transactions contemplated by or in the Loan Documents and this Agreement. 2.8 ACKNOWLEDGEMENT RE: MIXED UP PAGES IN PRIOR ASSUMPTION AGREEMENT - waiting for required language from title company. ARTICLE 3 ADDITIONAL PROVISIONS 3.1 Consent of Lender. Subject to the terms of this Agreement, Lender hereby consents to the Requested Actions. Borrower Parties agree that this Agreement shall not be deemed an agreement by Lender to consent to any other transfer or conveyance of the Project or assumption of the Loan, or a consent to any secondary financing or secondary encumbrance on the Project or New Borrower or any interests in New Borrower. 3.2 Release of Current Indemnitor and Current Borrower. By its execution hereof, Lender hereby releases (i) Current Indemnitor (as defined in the Joinder by and Agreement of Current Indemnitor attached hereto (the "Current Indemnitor Joinder")) from its obligations under the Guaranty (as defined in Exhibit B attached hereto) from and after the Effective Date in accordance with and subject to the terms of the Current Indemnitor Joinder and (ii) Current Borrower for any acts or events occurring or obligations arising under the Loan Documents after the Effective Date with the exception of any liability of 18

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Current Borrower based upon (a) any material misrepresentation or other direct or indirect act or omission caused by the Current Borrower or any of its agents, affiliates, subsidiaries or representatives that would lead to liability under the Loan Documents and/or (b) its obligations under the Environmental Indemnity described on Exhibit B that are directly or indirectly caused, in anyway by Current Borrower or any of its agents, affiliates, subsidiaries or representatives or result from the existence of conditions existing prior to the Effective Date or migrating to or from any portion of the Project prior to the Effective Date, or result from a violation of Environmental Law (as defined in the Environmental Indemnity) prior to the Effective Date. Current Borrower shall bear the burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided, however, the foregoing burden of proof is for the benefit of the Lender, its successors and assigns, and is not for the benefit of any other party. 3.3 UCC Filings. New Borrower Parties hereby grant and confirm unto Lender a first lien priority interest in all of New Borrower's and New Operating Lessee's personal property and all of the fixtures located at the Project to the maximum extent permitted by the Uniform Commercial Code ("UCC"). New Borrower Parties hereby consent to the filing of any financing statements or UCC forms required to be filed in the applicable states or any other applicable filing office, including, but not necessarily limited to, the state of organization of
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New Borrower and New Operating Lessee and in the Records (collectively "Filings") in order to perfect or continue the perfection of said interest and, notwithstanding anything contained in any of the Loan Documents to the contrary, in accordance with the UCC, as amended subsequent to the making of the Loan, said Filings may be made by Lender without the consent or signature of either of the Borrower Parties. For so long as the Loan, as modified by the Principal Paydown, has not been repaid and remains outstanding, New Borrower and New Operating Lessee hereby grant Lender an irrevocable power of attorney to file any Filings required to perfect Lender's security interests in the collateral described in the Loan Documents and this Agreement without further consent or approval (but with three (3) days prior written notice to New Borrower) of either New Borrower or New Operating Lessee. 3.4 References to Loan Documents and Amendment to Loan Documents. All references to the term Loan Documents in the Security Instrument and the other Loan Documents shall hereinafter be modified to include this Agreement and all documents executed and/or required in connection with the Requested Actions. New Borrower and New Operating Lessee hereby acknowledge and agree that a material breach by New Operating Lessee of any covenant, agreement and obligation set forth in the Loan Documents shall constitute an Event of Default under the Loan Documents. 3.5 Amendment to Note. From and after the Effective Date, the Note described on Exhibit B is amended as follows: 20

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(a) (b)

The term "Maker" shall mean and refer to New Borrower. Section (b) shall be deleted in its entirety and replaced with the following:

"(b) (i) From and after the Cut-Off Date through _____, 2011[effective date of Assumption Agreement] (the "Assumption Date"), a constant payment of principal and interest in the amount of Two Hundred Twenty-Four Thousand Nine Hundred Forty-Seven and 75/100 Dollars ($224,947.75) (the "Initial Monthly Debt Service Payment Amount"), the first such payment being due on December 1, 2009 and on the first (1st) day of each succeeding month thereafter, through and including the Monthly Payment Date immediately prior to the Maturity Date (as defined below); each of such payments to be (i) computed based on a three-hundred-sixty (360) day year comprised of twelve (12) months of thirty (30) days each and an amortization schedule of three hundred sixty (360) months and (ii)(A) applied to the payment of interest then due and payable; and (B) the balance applied toward the reduction of the principal sum except as otherwise provided in the Loan Documents (as hereinafter defined); (ii) From and after the Assumption Date through ______________, 2013 ("Interest Only Period") [2 years after the assumption closing], interest only is payable at the Interest Rate, calculated on a basis of a three hundred sixty (360) day year and charged on the principal balance outstanding from time to time for the actual number of days elapsed; (iii) From and after the Interest Only Period through the Maturity Date (as defined below), a constant payment of principal and interest in the amount of __________________ and _____ Dollars ($___________) (the "Assumption Monthly Debt Service Payment Amount", and with the Initial Monthly Debt Service Payment Amount, collectively, the "Monthly Debt Service Payment Amount"), the first such payment being due on ________, 2013 and on the first (1st) day of each succeeding month thereafter, through and including the Monthly Payment Date immediately prior to the Maturity Date (as defined below); each of such payments to be (i) computed based on a three-hundred-sixty (360) day year comprised of twelve (12) months of thirty (30) days each and an amortization schedule of three hundred sixty (360) months and (ii)(A) applied to the payment of interest then due and payable; and (B) the balance applied toward the reduction of the principal sum except as otherwise provided in the Loan Documents." (c) (d) (e) The term "Operator" shall mean and refer to New Operating Lessee. The term "Guarantor" shall mean and refer to New Indemnitor. The term "Manager" shall mean and refer to Project Manager.

(f) For so long as New Borrower is the Maker under the Note, Sections 6 and 8 shall be deleted in their entirety and Section 6 shall be replaced with the following: "The Loan may be prepaid in whole, but not in part, at any time, together with accrued interest to the date of such prepayment on the principal amount prepaid, without penalty or premium, provided that if a prepayment is made otherwise than on a Monthly Payment Date, Maker shall pay interest to and including the last day of the calendar month in which the prepayment date occurs on the amount repaid."

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(g) From and after the Effective Date, the provisions of Section 14 shall remain unmodified and in full force and effect. (h) Maker's Tax Identification Number contained in Section 29 is hereby deleted and replaced with _____________. 3.6 Amendment Instrument. to Security

(a) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Borrower" shall mean and refer to New Borrower. (b) From and after the Effective Date, the Security Instrument is amended to provide that all references to the term "Accommodation Grantor" shall mean and refer to New Operating Lessee. (c) All references to "Operating Lease" in the Security Agreement shall hereinafter refer to the Operating Lease. (d) The Security Instrument is hereby amended so that from and after the Effective Date, New Borrower and New Operating Lessee shall be responsible for the covenants, representations and agreements contained therein. (e) The definitions for the following terms in Section 1 of the Security Agreement shall be revised and modified as follows: (i) operating lessee. (ii) Operating Lessee. (iii) (iv) Manager. (v) All references to the "Management Agreement" shall refer to the New Management Agreement. (vi) The definition of "Phase I" shall be modified to add the following: that certain Phase 1 Environmental Site Assessment for the Project dated ____________, prepared by ______________, (f) The term "Sole Member" shall be deleted in its entirety and replaced with the term "Sole Equity Member", which shall mean and refer to Chatham Lodging Limited Partnership, a Delaware limited partnership. All references to "Guarantor" shall refer to Chatham Lodging Trust. All references to "Manager" shall hereinafter refer to Project All references to "Grantor" shall refer to New Borrower and New All references to "Accommodation Guarantor" shall refer to New

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(g) For so long as New Borrower owns the Property and the Loan remains outstanding, the first paragraph (D) in Section 13(b ) shall be deleted and replaced with the following: "(D) (i) the issuance, grant sale, conveyance, transfer or other disposition of any shares of common stock the REIT and (ii) the issuance, grant, sale, conveyance, transfer or other disposition of the operating partnership units of Sole Equity Member, provided that at all times one hundred percent (100%) of general partnership interests in Sole Equity Member are beneficially owned and controlled by REIT. For all purposes hereof "REIT" shall mean Chatham Lodging Trust." (h) In Section 38(g) the definition of Substitute Manager shall be deleted and replaced with the following "an affiliate of Island Hospitality III, Inc. of which Jeffrey Fisher is the majority and controlling owner." (i) The addresses in Section 43 are hereby deleted in their entirety and replaced with the applicable addresses for Lender, New Borrower and New Operating Lessee, including the addresses for the required "copy" notices in Section 4.6 of this Agreement. (j) (k) the following: (i) The name and address of the record owner of the real estate and the Debtor described in the instrument is: CHATHAM RIMV LLC 50 Cocoanut Row, Suite 211 Palm Beach, Florida 33480 CHATHAM RIMV LEASECO LLC 50 Cocoanut Row, Suite 211 Palm Beach, Florida 33480 (ii) (iii) Borrowers Federal Tax ID No. is _______________. Accommodation Grantor's Federal Tax ID No. is _________________. The name of the Secured Party is: WELLS FARGO BANK, N.A., AS TRUSTEE c/o Berkadia Commercial Mortgage LLC 118 Welsh Road Horsham, Pennsylvania 19044 3.7 Amendment to Assignment of Leases and Rents. From and after the Effective Date, the Assignment of 23 Section 69 is deleted in its entirety. Sections 71(b)(i), (ii) and (iii) are deleted in their entirety and replaced with

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Leases and Rents described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Operating Lessee and all references to the term "Assignee" shall mean and refer to New Borrower 3.8 Amendment to Assignment of Assignment of Leases and Rents. From and after the Effective Date, the Assignment of Assignment of Leases and Rents described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Borrower. 3.9 Amendment to Assignment of Contracts. From and after the Effective Date, the Assignment of Contracts described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Operating Lessee and all references to the term "Assignee" shall mean and refer to New Borrower 3.10 Amendment to Assignment of Assignment of Contracts. From and after the Effective Date, the Assignment of Assignment of Contracts described on Exhibit B is amended to provide that all references to the term "Assignor" shall mean and refer to New Borrower. 3.11 Paydown on Effective Date. On the Effective Date, New Borrower shall pay to Lender the sum of $5,000,000.00 (the "Principal Paydown"), which shall be applied to reduce the principal balance of the Loan and the amount secured by the Security Instrument to $______________. Lender shall waive any prepayment premium or other similar fee or penalty due in connection with the Principal Paydown. Lender hereby confirms that 24

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upon its receipt of the Principal Paydown and the full execution and delivery of this Agreement and all documents executed and/or required in connection with the Requested Actions, all accrued late fees and the unpaid accrued interest and default interest shall be waived by Lender. ARTICLE 4 MISCELLANEOUS PROVISIONS 4.1 No Limitation of Remedies. No right, power or remedy conferred upon or reserved to or by Lender in this Agreement is intended to be exclusive of any other right, power or remedy conferred upon or reserved to or by Lender under this Agreement, the Loan Documents or at law, but each and every remedy shall be cumulative and concurrent, and shall be in addition to each and every other right, power and remedy given under this Agreement, the Loan Documents or now or subsequently existing at law. Except as 4.2 No Waivers. otherwise expressly set forth in this Agreement, nothing contained in this Agreement shall constitute a waiver of any rights or remedies of Lender under the Loan Documents or at law. No delay or failure on the part of any party hereto in the exercise of any right or remedy under this Agreement shall operate as a waiver, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action or forbearance by any party hereto contrary to the provisions of this Agreement shall be construed to constitute a waiver of any of the express provisions. Any party hereto may in writing expressly waive any of such 25

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party's rights under this Agreement without invalidating this Agreement. 4.3 Successors or Assigns. Whenever any party is named or referred to in this Agreement, the heirs, executors, legal representatives, successors, successors-in-title and assigns of such party shall be included. All covenants and agreements in this Agreement shall bind and inure to the benefit of the heirs, executors, legal representatives, successors, successorsin-title and assigns of the parties, whether so expressed or not. 4.4 Construction of Agreement. Each party hereto acknowledges that it has participated in the negotiation of this Agreement and no provision shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. Borrower Parties at all times have had access to an attorney in the negotiation of the terms of and in the preparation and execution of this Agreement and have had the opportunity to review and analyze this Agreement for a sufficient period of time prior to execution and delivery. No representations or warranties have been made by or on behalf of Lender, or relied upon by Borrower Parties, pertaining to the subject matter of this Agreement, other than those set forth in this Agreement. All prior statements, representations and warranties, if any, are totally superseded and merged into this Agreement, which represents the final and sole agreement of the parties with respect to the subject matters. All of the terms of this Agreement were negotiated at arm's length, and this Agreement was prepared
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and executed without fraud, duress, undue influence or coercion of any kind exerted by any of the parties upon the others. The execution and delivery of this Agreement are the free and voluntary acts of Borrower Parties. 4.5 Invalid Provision to Affect No Others. If, from any circumstances whatsoever, fulfillment of any provision of this Agreement or any related transaction at the time performance of such provision shall be due, shall involve transcending the limit of validity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity. If any clause or provision operates or would prospectively operate to invalidate this Agreement, in whole or in part, then such clause or provision only shall be deemed deleted, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 4.6 Notices. Except as otherwise specifically provided to the contrary, any and all notices, elections, approvals, consents, demands, requests and responses ("Communications") permitted or required to be given under this Agreement and the Loan Documents shall not be effective unless in writing, signed by or on behalf of the party giving the same, and sent by certified or registered mail, postage prepaid, return receipt requested, or by hand delivery or a nationally recognized overnight courier service (such as FedEx), to the party to be notified at the address of such party set forth below or at such other address within the continental United States as such other party may designate by notice
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specifically designated as a notice of change of address and given in accordance with this Section. Any Communications shall be effective upon the earlier of their receipt or three days after mailing in the manner indicated in this Section. Receipt of Communications shall occur upon actual delivery but if attempted delivery is refused or rejected, the date of refusal or rejection shall be deemed the date of receipt. Any Communication, if given to Lender, must be addressed as follows, subject to change as provided above: Wells Fargo Bank, N.A., as Trustee c/o Berkadia Commercial Mortgage LLC CMBS Asset Management 118 Welsh Road Horsham, Pennsylvania 19044 Re: CSMC 2007-C1; Loan No. M011054852 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 Attn: Director of Servicing Re: CSMC 2007-C1; Loan No. M011054852 and, if given to Current Borrower, must be addressed as follows, notwithstanding any other address set forth in the Loan Documents to the contrary, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________

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and, if given to New Borrower, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ With a copy to: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ and, if given to New Operating Lessee, must be addressed as follows, subject to change as provided above: _____________________ _____________________ _____________________ Attn: ________________ Facsimile: ____________ 4.7 Governing Law. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State in which the Project is located. 4.8 Headings; Exhibits. The headings of the articles, sections and subsections of this Agreement are for the convenience of reference only, are not to be considered a part of this Agreement and shall not be used to construe, limit or otherwise affect this Agreement. 4.9 Modifications. The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the Party against whom the enforcement of the change, modification, 29

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waiver, discharge or termination is asserted. Lender's consent to the Requested Actions shall not be deemed to constitute Lender's consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents. Notwithstanding anything contained herein to the contrary, and except as modified herein, all other provisions of the Loan Documents shall remain in full force and effect. 4.10 Time of Essence; Consents. Time is of the essence of this Agreement and the Loan Documents. Any provisions for consents or approvals in this Agreement shall mean that such consents or approvals shall not be effective unless in writing and executed by Lender. 4.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which will constitute the same agreement. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages. 4.12 New Indemnitor Joinder. New Indemnitor (as defined in the Joinder By and Agreement of New Indemnitor attached hereto) shall assume the obligations of Current Borrower and/or Current Indemnitor under the Guaranty and Environmental Indemnity pursuant to the Joinder by and Agreement of New Indemnitor attached hereto. 30

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4.13 WAIVER OF TRIAL BY JURY. BORROWER PARTIES AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE NOTE, THIS AGREEMENT, THE SECURITY INSTRUMENT OR ANY OTHER LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER PARTIES, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER PARTIES.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: LENDER: WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERIES 2007-C1 By: LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, as attorney-in-fact

By: Print Name: ______________, President

Print Name:

STATE OF FLORIDA COUNTY OF MIAMI-DADE

) ) SS: )

The foregoing instrument was acknowledged before me this _____ day of __________, 2011, by ______________, President of LNR Partners, LLC, a Florida limited liability company, successor by statutory conversion to LNR Partners, Inc., a Florida corporation, on behalf of said limited liability company, as attorney-in-fact for WELLS FARGO BANK, N.A., A NATIONAL BANKING ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, on behalf of the said trust. He _____ is personally known to me or _____ has produced a drivers license as identification. _______________________________________ Notary Public, State of Florida [AFFIX NOTARY STAMP ABOVE] Print Name:_____________________________ My Commission Expires:__________________

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: CURRENT BORROWER: KPA RIGG LLC, a Delaware limited liability company By: Innkeepers USA Limited Partnership, a Virginia limited partnership, its Sole Member By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: (SEAL) ____________, ______________

Print Name: Print Name:

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Innkeepers USA Limited Partnership, a Virginia limited partnership, the sole member of KPA RIGG LLC, a Delaware limited liability company, on behalf of the corporation, the limited partnership and the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: EXISTING OPERATING LESSEE: GRAND PRIX RIGG LESSEE, a Delaware limited liability company By: Innkeepers Financial Corporation, a Virginia corporation, its General Partner By: Print Name: Print Name: (SEAL) ____________, ______________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) SS.: )

This instrument was acknowledged before me, a notary public this ___ day of _________, 2011, by ___________________, as ___________________ of Innkeepers Financial Corporation, a Virginia corporation, the General Partner of Grand Prix RIGG Lessee LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW BORROWER: CHATHAM RIGG LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM RIGG LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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The parties have executed and delivered this Agreement as of the day and year first above written. Witnesses: NEW OPERATING LESSEE: CHATHAM RIGG LEASECO LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of CHATHAM RIGG LEASECO LLC, a Delaware limited liability company, on behalf of said company. He/she is personally known to me or ____ has produced a driver's license as identification.

Notary Public, State of My Commission Expires:

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EXHIBIT A
LEGAL DESCRIPTION

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EXHIBIT B LOAN DOCUMENTS 1. Deed of Trust Note, dated as of October 4, 2006, payable by KPA RIGG LLC, a Delaware limited liability company ("Current Borrower"), to Capmark Bank, a Utah industrial bank ("Original Lender"), in the original principal amount of Thirty Seven Million Six Hundred Thousand and No/100 Dollars ($37,600,000.00) (the ''Note"), as assigned to Lender. Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing (the "Security Instrument"), granted by Current Borrower and KPA RIGG LESSEE LLC, a Delaware limited liability company ("Original Operating Lessee"), to Chicago Title Insurance Company, as Trustee, for the benefit of Original Lender, dated as of October 4, 2006, and recorded on October 6, 2006 as Instrument No. 06-665751 in the Official Records of Orange County, California (the "Records"), as assigned to Lender. Assignment of Leases, Rents and Profits from Original Operating Lessee to Current Borrower dated as of October 4, 2006 and recorded as of October 6, 2006 as Instrument No. 06-665752 in the Records (the "Assignment of Leases and Rents"), as assigned to Lender. Assignment of Assignment of Leases, Rents and Profits from Current Borrower to Original Lender, dated as of October 4, 2006 and recorded as of October 6, 2006 as Instrument No. 06-665753 in the Records (the "Assignment of Assignment of Leases and Rents"), as assigned to Lender. UCC-1 Financing Statement, naming Original Operating Lessee as Debtor, Current Borrower as Assignor Secured Party and Original Lender as Total Assignee of Secured Party, recorded October 6, 2006, as Instrument No. 06-665754 in the Records, as assigned to Lender. UCC-1 Financing Statement, naming Current Borrower as Debtor and Original Lender as Secured Party, recorded October 6, 2006, as Instrument No. 06-665755 in the Records, as assigned to Lender. UCC-1 Financing Statement, naming Original Operating Lessee as Debtor, Current Borrower as Assignor Secured Party and Original Lender as Total Assignee of Secured Party, filed on or about October 4, 2006, in the Office of the Secretary of State of the State of Delaware, as assigned to Lender. UCC-1 Financing Statement, naming Current Borrower as Debtor, Original Operating Lessee as Additional Debtor and Original Lender as Secured Party, filed on or about October 4, 2006, in the Office of the Secretary of State of the State of Delaware, as assigned to Lender.

2.

3.

4.

5.

6.

7.

8.

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9.

Guaranty of Recourse Obligations, dated as of October 4, 2006, by Innkeepers USA Trust, a Maryland real estate investment trust ("Original Guarantor"), for the benefit of Original Lender (the "Guaranty"), as assigned to Lender. Environmental Indemnity Agreement, dated as of October 4, 2006, executed by Current Borrower and Original Guarantor, in favor of Original Lender (the "Environmental Indemnity"), as assigned to Lender. Assignment of Contracts, Licenses, Permits, Agreements, Warranties and Approvals, dated as of October 4, 2006 from Original Operating Lessee to Current Borrower (the "Assignment of Contracts"), as assigned to Lender. Assignment of Assignment of Contracts, Licenses, Permits, Agreements, Warranties and Approvals, dated as of October 4, 2006 from Current Borrower to Original Lender (the "Assignment of Assignment of Contracts"), as assigned to Lender. Loan Assumption, Affirmation and Modification Agreement dated as of June 29, 2007 by and among Current Borrower, Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1, as Lender ("Wells Fargo Bank, as Trustee"), Grand Prix RIGG Lessee LLC, a Delaware limited liability company ("Current Operating Lessee"), and Original Operating Lessee, as assigned to Lender. Consent, Subordination and Recognition Agreement, dated as of June 29, 2007, executed by Current Operating Lessee and Island Hospitality Management, Inc., a Florida corporation, in favor of the Wells Fargo Bank, as Trustee, as assigned to Lender. Substitution of Indemnitor and Assumption of Obligations of Indemnitor dated as of June 29, 2007, by and among Grand Prix Holdings, LLC, a Delaware limited liability company ("Current Indemnitor"), Current Borrower, Original Guarantor and Wells Fargo Bank, as Trustee, as assigned to Lender.

10.

11.

12.

13.

14.

15.

The documents referred to in item 1-15 and all those certain documents evidencing and securing the Loan are collectively referred to as the "Loan Documents".

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EXHIBIT C INTENTIONALLY DELETED

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EXHIBIT D PROPERTY IMPROVEMENT PLAN

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EXHIBIT D PROPERTY IMPROVEMENT PLAN (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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EXHIBIT E 2011 ANNUAL BUDGET

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EXHIBIT E 2011 ANNUAL BUDGET (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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SCHEDULE I Organizational Chart

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SCHEDULE I Organizational Chart (INTENTIONALLY DELETED FOR PURPOSES OF RECORDING)

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JOINDER BY AND AGREEMENT OF CURRENT INDEMNITOR The undersigned, GRAND PRIX HOLDINGS LLC, a Delaware limited liability company ("Current Indemnitor"), under the Guaranty (the "Guaranty") executed in connection with the Loan described in the Loan Document Modification and Deed of Trust Assumption Agreement ("Agreement") to which this Joinder by and Agreement of Current Indemnitor ("Current Indemnitor Joinder") is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following: 1. Defined Terms. All capitalized terms used in this Current Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Reaffirmation of Guaranty. The Guaranty constitutes the valid, legally binding joint and several obligation of Current Indemnitor, enforceable against Current Indemnitor in accordance with their respective terms. By Current Indemnitor's execution hereof, Current Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs, claims, counterclaims and causes of action of any kind or nature which Current Indemnitor has asserted, or might assert, against any of Lender Parties which in any way relate to or arise out of the Guaranty or any of the other Loan Documents. 3. Agreements of Current Indemnitor. Current Indemnitor consents to the execution and delivery of the Agreement by Current Borrower and New Borrower and agrees and acknowledges that, except as set forth in paragraph 5 below, the liability of Current Indemnitor under the Guaranty shall not be diminished in any way by the execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not limited to the Requested Actions. 4. Authority Representations by the Current Indemnitor. The execution and delivery of, and performance under, this Current Indemnitor Joinder, the Guaranty by Current Indemnitor will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Current Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which Current Indemnitor is a party or by which the Project may be bound or affected. 5. Release of Current Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Current Indemnitor Joinder, the Security Instrument, or the other Loan Documents, Current Indemnitor's obligations under the Guaranty shall not apply with respect to, and by acceptance of this Current Indemnitor Joinder, Lender agrees that Current Indemnitor is hereby released from any and all of Current Indemnitor's obligations (the "Guaranteed Obligations") under the Guaranty for acts or events occurring or obligations arising after the Effective Date, unless such Guaranteed Obligations are caused by Current Borrower and/or Current Indemnitor and/or any of their agents prior to the Effective Date.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

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The undersigned Current Indemnitor has executed and delivered this Current Indemnitor Joinder to be effective as of the date of the Agreement. CURRENT INDEMNITOR: GRAND PRIX HOLDINGS LLC, a Delaware limited liability company

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF _________________ CITY OF __________________

) ) SS.: )

This instrument was acknowledged before me on ________________, 2011 before me, by ___________________________________, as ___________________________________of Grand Prix Holdings LLC, a Delaware limited liability company, on behalf of said company.

Notary Public, State of My Commission Expires:

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JOINDER BY AND AGREEMENT OF NEW INDEMNITOR The undersigned, Chatham Lodging Trust ("New Indemnitor"), the Principal referred to in the Agreement to which this Joinder by and Agreement of New Indemnitor (the "New Indemnitor Joinder") is attached, intending to be legally bound under the terms and provisions of the Guaranty and Environmental Indemnity (all as defined in the Agreement) and pursuant to the provisions of this New Indemnitor Joinder, hereby represents and warrants to and acknowledges and agrees with Lender the following: 1. Defined Terms. All capitalized terms used in this New Indemnitor Joinder, unless defined herein, shall have the meanings given such terms in the Agreement. 2. Benefit to New Indemnitor. New Indemnitor, owning a direct and/or indirect interest in New Borrower as a result of the Requested Actions, shall receive a substantial benefit from Lender's consent to the Requested Actions. 3. Assumption by New Indemnitor of Guaranty. From and after the Effective Date, New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of Current Indemnitor's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Guaranty, as amended hereby, as fully and completely as if New Indemnitor had originally executed and delivered such Guaranty as the guarantor/indemnitor thereunder. New Indemnitor further agrees to pay, perform and discharge each and every obligation of payment and performance of any guarantor/indemnitor under, pursuant to and as set forth in the Guaranty, at the time, in the manner and otherwise in all respects as therein provided. From and after the Effective Date, the Guaranty is amended to provide that all references to the term "Borrower" used in the Guaranty shall mean and refer to the New Borrower and the term "Guarantor" used in the Guaranty shall mean and refer to New Indemnitor. 4. revised and modified as follows: (a) Amendment to Guaranty. The Guaranty shall be

Section 2 shall be deleted in its entirety and replaced with the following:

"2. Recourse Liability shall mean the full personal and recourse liability of Guarantor to indemnify Lender for any or all loss, cost, liability, judgment, claim, damage or expense sustained, suffered or incurred by Lender (including, without limitation, Lenders reasonable attorneys fees) arising out of or attributable or relating to: (i) the Loan; fraud or material misrepresentation by Grantor or Guarantor in connection with

(ii) the gross negligence or willful misconduct of Grantor or Guarantor, their respective agents or employees, or the material physical waste of the Property; (iii) the breach of provisions in the Deed of Trust or any of the other Loan Documents concerning Environmental Laws, Hazardous Substances and Asbestos (as each such terms are defined in the Deed of Trust), and any indemnification of Lender in the Deed of Trust or any of

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the other Loan Documents with respect to such Environmental Laws, Hazardous Substances and Asbestos; (iv) the removal or disposal of any portion of the Property by while an Event of Default exists; (v) the conversion by Grantor or Guarantor of: (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property; (B) any awards or other amounts received in connection with the condemnation of all or a portion of the Property; or (C) rents, issues, profits, proceeds, accounts, or other amounts received by Grantor or Guarantor (in the case of clause (C) following an Event of Default under this Guaranty, the Note, the Deed of Trust, the Environmental Agreement or any of the other Loan Documents); (vi) Grantors failure to pay taxes, assessments, charges for labor or materials or other charges that may result in liens on any portion of the Property or Grantors failure to pay on a current basis the Taxes, Insurance Premiums and Other Charges pursuant to the terms of Section 6 of the Deed of Trust; (vii) Grantors failure to pay the deductible amount of any insurance maintained in respect of the Property; (viii) Grantors failure to materially comply with the Americans With Disabilities Act; (ix) criminal acts resulting in forfeiture of any of the Property; (x) any security deposits, advance deposits or retained rents and profits collected by and with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof; (xi) Grantors failure to obtain Lenders prior written consent if consent is required under the Loan Documents to any subordinate financing; (xii) Grantors failure to obtain Lenders prior written consent if consent is required under the Loan Documents to any transfer of the Property or of any ownership interest in Grantor; (xiii) Grantors failure to materially comply with the provisions of Section 11 of the Deed of Trust pertaining to their single purpose/single asset entity status (the SPE Covenants); (xiv) Grantors failure to provide all of the financial reports and information pertaining to the Property as required by the Deed of Trust unless such failure is the result of a good faith error and is cured within ten (10) days after written notice by Lender of such failure; (xv) Grantors material default under the PIP (as defined in the Deed of Trust) as agreed to by Operator and Franchisor from time to time, beyond the expiration of any notice or cure periods provided for in the PIP; and/or (xvi) default or breach under the Operating Lease (as defined in the Deed of Trust) by Grantor beyond any applicable grace or cure period provided for therein. In addition, the agreement of Lender not to pursue recourse liability as set forth in the Note SHALL BE AND BECOME NULL AND VOID and shall be of no further force or effect if: (i) any financial information concerning Grantor or Guarantor is fraudulent in any respect, contains any fraudulent information with respect to the financial condition of Grantor or Guarantor; (ii) a

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voluntary bankruptcy or insolvency proceeding is commenced by Grantor or a managing member of Grantor; or (iii) an involuntary bankruptcy or insolvency proceeding is commenced by any party against Grantor or a managing member of Grantor and is not unconditionally dismissed within ninety (90) days of filing and (A) either (1) at the time of the filing of such proceeding Grantor was in material breach of the SPE Covenants, or (2) Lender is able to prove collusion between Grantor or either of their Affiliates and the party commencing such action. Upon the occurrence of any of the foregoing events, subject to the limitation set forth in the first sentence in Section 3 herein, Grantor and Guarantor shall have full joint and several recourse liability for all sums due under the Loan Documents." (b) Section 3 is deleted in its entirety and replaced with the following:

"3. Notwithstanding anything contained in this Guaranty to the contrary, and only to the extent the actions described in Section 2(i)-(xvi) hereof and the last paragraph in Section 2 hereof are directly caused by Grantor, Borrower or Operating Lessee, or any other person (excluding Lender, its Affiliates, any entity ownerowned or controlled by Lender or any other lender to Borrower under the Loan Agreement) that controls Borrower, Grantor or Operating Lessee, Guarantor hereby absolutely and unconditionally guarantees the prompt satisfaction and discharge of any and all Recourse Liability, without defense, offset, counterclaim or right of subrogation, each of which is hereby waived. This Guaranty is and shall be construed as a continuing, absolute and unconditional guaranty of payment, and not as a guaranty of collection. It is expressly understood and agreed that this is a continuing guaranty and that the obligations of Guarantor hereunder are and shall be absolute under any and all circumstances, without regard to the validity, regularity or enforceability of the Note or the other Loan Documents, a true copy of each of which documents Guarantor hereby acknowledges having received and reviewed." (c) Section 9 is revised so that "CT Corporation System" is revised to be "_____________________" having an address at ________________________. (d) Section 17 is deleted in its entirety and replaced with the following:

"17. Except as provided in Section 3 hereof, this Guaranty shall survive any termination, satisfaction, assignment, entry of a judgment of foreclosure, exercise of power of sale, acceptance by Lender of a deed in lieu of foreclosure or repayment of the Loan." (e) The address for Guarantor in the Guaranty shall be revised to the address in Section 9 below and Lender's address shall be revised to the address for Lender in the Agreement. 5. Assumption by New Indemnitor of Environmental Indemnity. New Indemnitor hereby assumes and agrees to be liable and responsible for and bound by all of the Current Borrower's obligations, agreements and liabilities, including but not limited to the jury waiver and other waivers set forth therein, under the Environmental Indemnity as fully and completely as if New Indemnitor had signed such Environmental Indemnity, as amended hereby, as the indemnitor/guarantor thereunder, including without limitation, all of those obligations, agreements and liabilities which would have been the obligations, agreements and liabilities of Current Borrower, without regard to when such obligations, agreements and liabilities arise, accrue or have arisen or accrued and without regard to the Current Borrower's responsibility therefore, if any. New Indemnitor further agrees to pay, perform, and discharge each and every obligation of payment and performance of any
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guarantor/indemnitor under, pursuant to and as set forth in the Environmental Indemnity, as amended hereby, at the time, in the manner and otherwise in all respects as therein provided. The liability of New Indemnitor under this paragraph shall be joint and several with that of New Borrower. From and after the date hereof, the Environmental Indemnity is amended to provide that all references to the term "Borrower" used in the Environmental Indemnity shall mean and refer to the New Borrower and the term "Guarantor" used in the Environmental Indemnity shall mean and refer to New Indemnitor. 6. Confirmation of Representations. By its execution hereof, New Indemnitor confirms the representations and warranties and agrees to the covenants regarding New Indemnitor set forth in the Agreement. 7. Authority Representations by New Indemnitor. The execution and delivery of this New Indemnitor Joinder, and performance by New Indemnitor under the New Indemnitor Joinder and the Guaranty and Environmental Indemnity will not (a) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Indemnitor is a party or by which the Project may be bound or affected. 8. Notices to New Indemnitor. From and after the Effective Date, Lender shall deliver any notices to New Indemnitor which are required to be delivered pursuant to the Guaranty and Environmental Indemnity , or are otherwise delivered by the Lender thereunder at Lender's sole discretion, to New Indemnitor at the following address: ____________________ ____________________ ____________________ Attn: ________________ Facsimile: ____________ All notices to be sent by New Indemnitor to Lender under the Guaranty and Environmental Indemnity and Loan Documents shall be sent to Lender in the manner set forth in and at the address shown in Section 4.6 of the Agreement to which this New Indemnitor Joinder is attached. 8. Joint and Several Liability. If New Indemnitor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) The undersigned New Indemnitor has executed and delivered this New Indemnitor Joinder to be effective as of the date of the Agreement.

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NEW INDEMNITOR: CHATHAM LODGING TRUST, a real estate investment trust

Print Name: Print Name:

By: Name: ___________________________________ Title: ___________________________________

STATE OF FLORIDA COUNTY OF PALM BEACH

) ) )

ss:

The foregoing instrument was acknowledged before me this _____ day of ________, 2011, by ________________ as __________________ of Chatham Lodging Trust, a real estate investment trust, on behalf of the said trust. He is personally known to me or has produced a drivers license as identification.

NOTARY PUBLIC, STATE OF FLORIDA Print or Stamp Name of Notary My Commission Expires: [AFFIX NOTARY STAMP ABOVE]

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Document comparison by Workshare Professional on Wednesday, June 22, 2011 10:53:49 AM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 32 28 0 0 0 0 60 interwovenSite://MIADM/MIAMI/2587933/5 #2587933v5<MIAMI> - Assumption Agreement (Innkeepers-RIGG) interwovenSite://MIADM/MIAMI/2587933/6 #2587933v6<MIAMI> - Assumption Agreement (Innkeepers-RIGG) Bilzin

CONSENT, SUBORDINATION AND RECOGNITION OF MANAGEMENT AGREEMENT (CMSC 2007-C1; Loan No: M011054852) This CONSENT, SUBORDINATION AND RECOGNITION AGREEMENT (this "Agreement") dated as of the ____ day of __________, 2011 is made by and among CHATHAM RIGG LEASECO LLC, a Delaware limited liability company, having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Operating Lessee"), WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, having an address at c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road Horsham, Pennsylvania 19044. RE: CMSC 2007-C1; Loan No: M011054852 ("Lender"), and ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, having an address at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 ("Manager"). WITNESSETH: WHEREAS, Capmark Bank, a Utah industrial bank ("Original Lender"), made a mortgage loan to KPA Rigg LLC, a Delaware limited liability company ("Original Borrower"), in the original principal amount of Thirty Seven Million Six Hundred Thousand and No/100 Dollars ($37,600,000.00) (the "Loan") secured by a first mortgage lien on the hotel, land and personal property located at 11931 Harbor Boulevard, Garden Grove, California 92840 (collectively, the "Property"), which Loan is being assumed by Chatham RIGG LLC, a Delaware limited liability company ("Borrower"); WHEREAS, the Loan is evidenced by a certain Deed of Trust Note dated as of October 4, 2006, made by Original Borrower, as maker, in favor of Original Lender, as payee (the "Note") and is secured by, among other things, a certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006 granted by Original Borrower and KPA Rigg Lessee LLC, a Delaware limited liability company ("KPA Lessee"), collectively, as grantor, to the trustee named thereunder, for the benefit of Original Lender, as beneficiary, recorded on October 6, 2006 as Instrument No. 06665751 in the Official Records of Orange County, California, and encumbering the Property (the "Deed of Trust"), as thereafter assigned by KPA Lessee to Grand Prix Rigg Lessee, a Delaware limited liability company; WHEREAS, Original Lender assigned, sold and transferred its interest in the Loan and all Loan Documents (as defined below) to Lender, and Lender is the current holder of all of Original Lender's interest in the Loan and Loan Documents; WHEREAS, Original Borrower has requested the Lender consent to, among other things, (i) Borrower's purchase of the Property and Borrower's assumption of Original Borrower's obligations under the Loan Documents; (ii) Borrower leasing the Property to Operating Lessee pursuant to the terms of that certain lease agreement executed contemporaneously herewith between Borrower and Operating Lessee; and (iii) a change in the property manager of the Property (collectively, the "Transaction");

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WHEREAS, pursuant to that certain Loan Document Modification and Deed of Trust Assumption Agreement, as of even date herewith, executed by Original Borrower, Borrower, Operating Lessee and Lender (the "Assumption Agreement"), Borrower and Operating Lessee shall assume their respective obligations under the Deed of Trust and Loan Documents; WHEREAS, Operating Lessee and Manager have entered into, and are bound by the terms of, a certain Hotel Management Agreement dated as of even date herewith relating to the operation, supervision and management of the Property (the "Management Agreement"); WHEREAS, Lender requires, as a condition to granting its consent to the Transaction, that (i) Operating Lessee assign its interest in the Management Agreement to Lender as security for the Loan pursuant to the Deed of Trust (the Note, the Deed of Trust, the Assumption Agreement, this Agreement and all other documents executed in connection with the Loan, including any amendments, modifications, supplements or replacements thereof, collectively the "Loan Documents"), and (ii) Manager subordinate its interest in the management fees to payment of the Loan and to the lien of the Deed of Trust; and WHEREAS, it is a condition precedent to Lender's grant of its consent to the Transaction that Operating Lessee and Manager enter into this Agreement with Lender. NOW, THEREFORE, in consideration of the making of the Loan and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereby covenant, agree, represent and warrant as follows: 1. Certain Defined Terms. The following terms shall be defined as follows:

(a) "Senior Obligations" means the obligations of Borrower, whether now existing or hereafter from time to time accruing or arising, to repay the principal of, and to pay interest (including, without limitation, post-petition interest) on, the Loan (as modified by the Assumption Agreement) and all other amounts whatsoever now or hereafter due or arising under the Loan Documents. (b) "Subordinated Obligations" means the obligations of Operating Lessee, whether now existing or hereafter from time to time accruing or arising, to pay to Manager any and all fees and reimbursable expenses and other sums under or provided for in the Management Agreement (including, without limitation, any post-petition interest thereon). (c) Capitalized terms not defined herein shall have the meaning ascribed thereto in the Deed of Trust, a copy of which Manager acknowledges it has received. 2. Representations and Warranties. Manager hereby represents and warrants to Lender that as of the date hereof: (a) the Management Agreement is in full force and effect;

(b) Manager has delivered to Lender a true and complete copy of the Management Agreement, including all amendments thereto, and the Management Agreement is the only agreement in effect covering the subject matter thereof;

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(c) all fees, sums, charges, costs, expenses and other amounts due and payable under the Management Agreement have been paid except such amounts as are scheduled for payment in the next thirty (30) days, and no other fee, sum, charge, cost, expense, other amount or any right to any of the foregoing is currently accrued or accruing for payment to Manager in the future; (d) to Manager's knowledge, no notice of termination and/or cancellation has been given or received under the Management Agreement, no event or condition has occurred or exists under the Management Agreement which entitles either party thereto to give a notice of termination or cancellation under the Management Agreement (such an event, a "Termination Event"), and no event or condition has occurred or exists under the Management Agreement which with the passage of time or the giving of notice or both would constitute a Termination Event; and (e) to Manager's knowledge, there are no set-offs, counterclaims or defenses to the performance or observance of the covenants or agreements of the parties to the Management Agreement. 3. Covenants of Manager. covenants and agrees that it will: For so long as the Loan is outstanding, Manager

(a) (i) promptly perform and observe in all material respects all of the covenants and agreements to be performed and observed by it under the Management Agreement in accordance with the terms thereof, and (ii) simultaneously with the sending of written notice to Operating Lessee, notify Lender of any default by Operating Lessee under the Management Agreement of which Manager becomes aware; (b) not (i) reduce or permit the reduction of the term of the Management Agreement, (ii) increase or permit the increase of the amount of any fees payable under the Management Agreement, (iii) accept payment of fees in advance of when due under the Management Agreement, or (iv) otherwise materially modify any portion of the Management Agreement, orally or by a writing, in such a manner as to materially reduce or limit Manager's obligations thereunder; and (c) within twenty (20) days after reasonable demand by Lender, deliver to Lender a written statement certifying any condition or state of facts in connection with the Management Agreement which is reasonably requested by Lender. 4. Consent. Manager hereby consents to the assignment to Lender of Operating Lessee's rights under the Management Agreement, including Operating Lessee's interest in all accounts maintained under the Management Agreement, as security for Operating Lessee's obligations in respect of the Loan. Pursuant to the Deed of Trust, Lender shall be entitled to exercise any and all rights of Operating Lessee under the Management Agreement in accordance with the terms thereof, and Manager shall permit and comply in all respects with such exercise. Pursuant to Section 6 of this Agreement, Lender may cure any Operating Lessee's default under the Management Agreement, and may perform any act, duty or obligation required to be performed by Operating Lessee under the Management Agreement; provided, however, that

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nothing herein shall require Lender to cure any such default or to perform any such act, duty or obligation. 5. Subordination.

(a) Operating Lessee and Manager agree that (i) the Management Agreement and all right title and interest, if any, of Manager in and to the Property or any portion thereof shall be subordinate to the lien of the Deed of Trust and all right, title and interest of Lender in and to the Property, or any portion thereof, and (ii) the Subordinated Obligations shall, to the extent herein provided, be subject and subordinate to the prior payment, discharge and satisfaction in full of the Senior Obligations. Notwithstanding anything in this Agreement to the contrary, if and for so long as no Event of Default (as defined in the Deed of Trust) under any of the Loan Documents shall have occurred and shall be continuing, Operating Lessee may pay, and Manager may receive and retain payment of, the fees due and payable under the Management Agreement, and provided further that if an Event of Default under any of the Loan Documents shall have occurred and the Manager is not then in default under the Management Agreement, so long as the Manager continues to perform its obligations under the Management Agreement, Manager may receive and retain payment of, the fees due and payable under the Management Agreement. (b) Except as expressly permitted hereby, Manager will not request, demand, sue for, take, accept or receive from Operating Lessee, by set-off or otherwise, and Operating Lessee will not pay to Manager, any monies including, without limitation, fees and reimbursable expenses under or provided for in the Management Agreement (including, without limitation, any post-petition interest thereon), now or hereafter payable by Operating Lessee to Manager in respect of the Subordinated Obligations or any security therefor, until the final payment, discharge and satisfaction in full of the Senior Obligations. (c) Upon any distribution, division or application, partial or complete, voluntary or involuntary, by operation of law or otherwise, of all or any part of the assets of Operating Lessee or the proceeds thereof, to creditors of Operating Lessee, or upon any indebtedness of Operating Lessee, by reason of the liquidation, dissolution or other winding up of Operating Lessee or Operating Lessee's business, or any sale, receivership, insolvency or bankruptcy proceeding, or assignment for the benefit of creditors, or any proceeding by or against Operating Lessee for any relief under any bankruptcy or insolvency law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, then and in any such event any payment or distribution of any kind or character, whether in cash, securities or other property, which would otherwise be payable or deliverable by Operating Lessee to Manager in respect of any of the Subordinated Obligations (including, without limitation, interest and post-petition interest) shall be paid and delivered directly to Lender for application to the Senior Obligations (including, without limitation, post-petition interest), whether or not then due, until the Senior Obligations shall have first been fully paid, discharged and satisfied. Manager irrevocably authorizes and empowers Lender to demand, sue for, collect and receive every such payment or distribution and give acquittance therefor and to file claims and take such other actions, in Lender's own name or in the name of Manager or otherwise, as Lender may deem necessary or desirable for the enforcement of this Agreement. For the purposes set forth in the foregoing sentence, Manager appoints Lender its attorney in

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fact, which appointment is coupled with an interest and is irrevocable. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing, Lender shall not be entitled to exercise such appointment. Manager will execute and deliver to Lender any such additional documentation to evidence the foregoing, including, without limitation, powers of attorney, assignments or other instruments as may be reasonably requested by Lender in order to enable Lender to enforce any and all claims upon or with respect to any of the Subordinated Obligations, and to collect and receive any and all payments or distributions which may be payable or deliverable with respect to such Subordinated Obligations. (d) Manager shall forthwith deliver to Lender, in precisely the form received (endorsed or assigned by Manager as appropriate), any and all payments, distributions and security, and the proceeds thereof, paid to and received by Manager with respect to the Subordinated Obligations in violation of the foregoing provisions for application to the Senior Obligations (including, without limitation, post-petition interest). Until so delivered, all such payments, distributions and security and the proceeds thereof shall be held by Manager, in trust, as the property of Lender. In the event of Manager's failure to endorse or assign any such payments, distributions, security or proceeds, Lender is hereby irrevocably authorized to do so on Manager's behalf. (e) For so long as any of the Senior Obligations (including, without limitation, post-petition interest) remain outstanding, Manager will not assign or transfer to any third party any claim which it has or may hereafter have against Operating Lessee in respect of any of the Subordinated Obligations, unless such assignment or transfer is made expressly subject to the terms and conditions hereof in an instrument in form and substance satisfactory to Lender. (f) At any time and from time to time, Lender may enter into such agreements with Operating Lessee as it deems appropriate extending the time of payment of, or renewing or otherwise altering the terms of, all or any of the Senior Obligations, without notice to Manager and without in any way impairing or affecting the obligations of Manager hereunder. (g) Lender's right to enforce this Agreement in respect of the Subordinated Obligations shall not be prejudiced by any act or failure to act on the part of Operating Lessee or anyone in custody of Operating Lessee's assets or property. (h) In the event of a transfer of title to the Property to Lender or its designee or pursuant to any other purchaser following a foreclosure or other disposition of title, such transferee shall take title to the Property free and clear of any interest of Manager or any affiliate of Manager. Manager agrees that any judgment lien obtained by it or an affiliate shall be junior and subordinate to the interests of Lender in the Property. Lender shall not be required to join or name Manager in any foreclosure or other enforcement action to effect the subordination described in this Section, although Lender may choose to do so for avoidance of doubt or for the benefit of title insurance. 6. Defaults; Right to Cure.

(a) Manager shall give Lender prior written notice of any default by Operating Lessee under the Management Agreement with respect to which Manager intends to

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take any action (including, without limitation, any action to terminate the Management Agreement and/or to withhold any payments thereunder). Manager shall not take any action with respect to such default until the expiration of thirty (30) days after Lender's receipt of such notice; provided, however, that if, under the Management Agreement, Operating Lessee is entitled to more than thirty (30) days in which to cure such default, then Lender shall similarly be entitled to such longer cure period. If such default has not been cured by the expiration of the applicable cure period provided herein, regardless of whether an Event of Default has occurred and is continuing under the Loan Documents, or whether Lender has exercised any rights or remedies with respect thereto, Manager shall have all the rights otherwise available to it under the Management Agreement and at law (including, without limitation, the right to terminate the Management Agreement). (b) If the Management Agreement is rejected by a trustee or debtor-inpossession in any bankruptcy or insolvency proceeding involving Operating Lessee, and if within sixty (60) days after such rejection (or such shorter period within which Manager may be required to cease its activities pursuant to such a proceeding, but in no event later than ten (10) days prior to any such required cessation of activities) Lender shall certify in writing to Manager that it intends to perform the obligations of Operating Lessee as and to the extent required under the Management Agreement and subject to Section 9 hereof, upon Lender's request Manager will execute and deliver to Lender a new Management Agreement. Manager and Lender shall agree under such new Management Agreement to perform the obligations contemplated to be performed by Manager and Operating Lessee, respectively, under the original Management Agreement, and such new Management Agreement shall be for a term equal to the remaining term under the original Management Agreement before giving effect to such rejection. Such new Management Agreement shall contain the same conditions, agreements, terms, provisions and limitations as the original Management Agreement (except for any requirements which were fulfilled by Operating Lessee prior to such rejection). 7. Right to Terminate.

(a) Upon a minimum of ten (10) days prior notice, at any time after acquiring title to the Property, through foreclosure, deed in lieu of foreclosure, appointment of a receiver, a transfer of title pursuant to a bankruptcy order, or the exercise of any other remedy under the Loan Documents (collectively, a "Foreclosure"), Lender (or its designee) or any other purchaser (a "Subsequent Owner") following a foreclosure or other disposition of title, may terminate the Management Agreement without cause by written notice to Manager. Upon such termination, unless expressly assumed in writing by Lender, Lender shall not have any liability to Manager for any unpaid fees or expenses of any kind including, without limitation, any termination fees, penalties or any accrued employee benefits under the Management Agreement. (b) At any time after a Foreclosure, Lender or other Subsequent Owner may exercise all rights of Operating Lessee under the Management Agreement to terminate the Management Agreement in accordance with the terms thereof. (c) Upon any termination or expiration of the Management Agreement, the Manager, at no cost to Manager, shall reasonably cooperate with and assist Lender (or its

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designee) or other Subsequent Owner to effect a smooth transition of operational control of the Property, including without limitation: (i) to the extent of Manager's interest, using reasonable efforts in surrendering and assigning to Lender (or its designee) or such Subsequent Owner any and all licenses (including food, beverage and liquor licenses), permits and/or governmental authorizations required for the operation of the Property; (ii) managing agent; reasonably assist in the transition of employees to the new

(iii) delivering to Lender (or its designee) or such Subsequent Owner all keys, locks and safe combinations, reservation lists, ledgers, bank statements for the Property accounts, books and records, insurance policies, bonds and other documents, agreements, leases and licenses required for the operation of the Property; and (iv) remitting to Lender (or its designee) or such Subsequent Owner the balance of any Property accounts. 8. Attornment. At any time after Lender or other Subsequent Owner has acquired title to the Property, Manager shall attorn to Lender or other Subsequent Owner and be bound by all of the terms, covenants and conditions of the Management Agreement for so long as the Management Agreement shall be in effect, including through the term of any extensions or renewals thereof, with the same force and effect as if Lender or other Subsequent Owner were a party to the Management Agreement, and Lender or other Subsequent Owner shall have no liability to Manager for any unpaid fees or expenses of any kind arising prior to the Foreclosure. Such attornment shall be effective and self-operative as an agreement between Manager and Lender or other Subsequent Owner without the execution of any further instruments on the part of any party; provided, however, that at Lender's request, Manager shall execute an instrument confirming such attornment. 9. Liability of Lender. Manager acknowledges that upon succeeding to the interest of Operating Lessee under the Management Agreement, Lender shall not be: (a) liable for any act, omission or default of Operating Lessee under the Management Agreement; (b) Operating Lessee; subject to any offsets or defenses which Manager might have had against

(c) liable for any fees or commissions due to Manager for any period prior to the date when Lender succeeded to such interest; (d) bound by any sums or deposits which Manager may have paid to Operating Lessee unless such sums were actually paid and delivered to Lender; or (e) bound by any amendment or supplement of the Management Agreement made without Lender's prior written consent (unless such consent was unreasonably withheld).

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10. Financial Documents and Other Reporting. [Within seven (7) business days after written request by Lender, Manager and/or Operating Lessee shall provide to Lender copies of the financial and other reports set forth in Section 5.03 and Section 5.04 of the Management Agreement. Within seven (7) business days after written request by Lender, Manager and Operating Lessee shall provide Lender with a copy of the quarterly and annual reports delivered by Manager to Operating Lessee as required by Section 5.03(A) of the Management Agreement.] [Under review] 11. Annual Plan. Manager and Operating Lessee acknowledge that Lender shall have all of the same rights of Operating Lessee to review and approve the portion of the Annual Plan (as such term is defined in the Management Agreement) as set forth in Section 3.02 in the Management Agreement that only relates to Budget (as defined in the Deed of Trust) (the "Lender Annual Plan") as set forth in Section 7 of the Deed of Trust. For the avoidance of doubt, the parties hereto agree that the Lender shall have no further rights to approve the Budget, Annual Plan or any other type of financial projections or documentation with respect to the Property other than as set forth in this Section 11 and Section 7 of the Deed of Trust. Manager hereby covenants and agrees to submit copies of the Lender Annual Plan to Lender simultaneously with its delivery of same to Operating Lessee. 12. Covenants of Operating Lessee, Manager and Borrower. Operating Lessee and Manager hereby covenant and agree (i) to promptly deliver to Lender copies of all written notices of default given under the Management Agreement; and (ii) subject to the Assumption Agreement, not to materially amend the Management Agreement without the prior written consent of Lender, such consent not to be unreasonably withheld or delayed. Furthermore, Borrower, Operating Lessee and Manager agree that Lender may terminate the Management Agreement (i) in the event Borrower or Operating Lessee fails to terminate the Management Agreement after written instruction to do so by Lender within ten (10) business days after an event of default under the Management Agreement beyond applicable cure periods, (ii) in the event that Operating Lessee has given Manager written notice of an event of default under the Management Agreement beyond applicable cure periods, or (iii) by giving ten (10) business days' notice to Manager upon the Lender (or a successor owner, as the case may be) obtaining (A) in accordance with the Deed of Trust, title to the Property (or any portion thereof) whether by foreclosure, deed-in-lieu of foreclosure, bankruptcy sale or otherwise, and/or (B) in accordance with the Deed of Trust, possession of the Property (or any portion thereof) whether personally or through an agent, a receiver or a trustee. If Lender elects to terminate the Management Agreement in accordance with this Paragraph 12, Borrower, Operating Lessee and Manager understand and agree that Manager shall look solely to Borrower and/or Operating Lessee for any and all fees, charges or other sums payable to Manager under the Management Agreement. If the Management Agreement shall be so terminated by Lender, Manager agrees to cooperate with the Lender in accordance with Section 7 of this Agreement. 13. No Waiver. No failure to exercise, and no delay in exercising, and no course of dealing with respect to, any power, remedy or right under this Agreement by Lender shall operate as a waiver thereof, nor shall any single or partial exercise thereof by Lender preclude any other or further exercise thereof or the exercise of any other power, remedy or right. The remedies provided herein are cumulative and not exclusive of any remedies available at law or under the Loan Documents.

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14. Notice. All notices, demands, statements, requests, consents, or other communications hereunder shall be deemed to have been properly given if in writing and (a) upon delivery, if delivered in person or by facsimile transmission with receipt acknowledged by the recipient thereof, (b) one (1) business day after having been deposited for overnight delivery with any reputable overnight courier service, or (c) three (3) business days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the address, as set forth above, of the party to whom such notice is to be given, or to such other address or additional party as Manager, Operating Lessee or Lender, as the case may be, shall in like manner designate in writing. 15. Amendments, Waivers in Writing. This Agreement cannot be amended except by an agreement in writing, signed by Lender, Operating Lessee and Manager, and no provision hereof may be waived except by an instrument in writing signed by Lender. 16. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the state where the Property is located. 17. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be illegal, invalid and/or unenforceable, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is illegal, invalid and/or unenforceable, as the case may be, shall not be affected, and each provision of this Agreement shall be legal, valid and enforceable to the extent permitted by law. The illegality, invalidity and/or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the legality, validity and/or enforceability thereof in any other jurisdiction. 18. Expenses. If any suit or other proceeding is instituted by Lender to enforce this Agreement (or any portion hereof), Operating Lessee shall pay, upon demand, all reasonable outof-pocket costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Lender in connection therewith. The obligations of Operating Lessee under this Section shall survive the expiration or termination of this Agreement. 19. References to Lender. Each reference herein to "Lender" shall be deemed a reference to "Lender, its successors and/or assigns, as the case may be". If Lender shall sell or assign its interest in and to the Loan, all of Lender's rights hereunder shall be and become the rights of such successor or assignee, exercisable by it as if such successor or assignee was itself a party hereto. 20. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their permitted successors and assigns. Notwithstanding the foregoing, neither Operating Lessee nor Manager may assign its rights or obligations hereunder without the prior written consent of Lender, which consent Lender may withhold in its sole discretion.

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21. Section Headings. The Section headings used in this Agreement are for convenience of reference only and do not constitute part of this Agreement for any purpose, and shall not be deemed to limit or expand the express terms hereof. 22. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING BROUGHT BY ANY PARTY, DIRECTLY OR INDIRECTLY INVOLVING ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. 23. Submission to Jurisdiction. THE PARTIES HERETO HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY CALIFORNIA STATE OR FEDERAL COURT SITTING IN ORANGE COUNTY HAVING JURISDICTION OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. ANY PARTY HERETO MAY, AT ITS SOLE DISCRETION, ELECT THE STATE OF CALIFORNIA, ORANGE COUNTY, OR THE UNITED STATES OF AMERICA FEDERAL DISTRICT COURT HAVING JURISDICTION OVER ORANGE COUNTY AS THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO SUCH VENUE AS BEING AN INCONVENIENT FORUM. 24. Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 25. Time of Essence. Time is of the essence of this Agreement and of each and every term, covenant and condition herein. 26. Transfer of Loan. The terms and provisions of Sections 21, 22 and 23 of the Note are incorporated by reference herein. [SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, Operating Lessee, Lender and Manager have executed and delivered this Consent, Subordination and Recognition Agreement under seal as of the day and year first above written. OPERATING LESSEE: CHATHAM RIGG LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: _______________________________ Name: Jeffrey L. Fisher Title: President

LENDER: WELLS FARGO BANK, NA., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-infact

By:

_______ Larry Golinsky, President

MANAGER: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

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ACKNOWLEDGED TO AND AGREED BY: CHATHAM RIGG LLC, a Delaware limited liability company

By:

_______________________________ Name: Jeffrey L. Fisher Title: President

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CASH MANAGEMENT AGREEMENT

Dated: as of __________, 2011

among

CHATHAM RIGG LLC, as Borrower,

WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, as Lender,

BERKADIA COMMERCIAL MORTGAGE, LLC, as Agent,

and

CHATHAM RIGG LEASECO LLC, as Operating Lessee,

and

ISLAND HOSPITALITY MANAGEMENT III, INC., as Manager

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TABLE OF CONTENTS ARTICLE I. Section 1.1 Section 1.2 ARTICLE II. Section 2.1 Section 2.2 Section 2.3 Section 2.4 ARTICLE III. Section 3.1 Section 3.2 Section 3.3 ARTICLE IV. Section 4.1 Section 4.2 Section 4.3 ARTICLE V. Section 5.1 Section 5.2 Section 5.3 Section 5.4 ARTICLE VI. Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 ARTICLE VII. Section 7.1 DEFINITIONS................................................................................................. 2 General ................................................................................................. 2 Other Capitalized Terms ...................................................................... 8 THE ACCOUNTS ........................................................................................... 8 Establishment of the Accounts............................................................. 8 Account Name ..................................................................................... 8 Eligible Account .................................................................................. 9 Permitted Investments .......................................................................... 9 Deposits into Lockbox Account......................................................... 10 Additional Deposits ........................................................................... 11 Application of Funds in the Lockbox Account .................................. 11 DISBURSEMENTS....................................................................................... 11 Withdrawals ....................................................................................... 12 Sole Dominion and Control of Cash Management Account and Subaccounts ....................................................................................... 12 Disbursements to Borrower Remainder Account .............................. 12 PLEDGE OF ACCOUNTS............................................................................ 12 Security for Obligations ..................................................................... 12 Rights on Default ............................................................................... 13 Financing Statement; Further Assurances ......................................... 13 Termination of Agreement ................................................................. 13 RIGHTS AND DUTIES OF LENDER AND AGENT ................................. 14 Reasonable Care................................................................................. 14 Indemnity ........................................................................................... 14 Reliance.............................................................................................. 14 Resignation or Termination of Agent ................................................ 15 Agent Appointed Attorney-In-Fact .................................................... 15 REMEDIES.................................................................................................... 16 Remedies ............................................................................................ 16 DEPOSITS ..................................................................................................... 10

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Section 7.2 ARTICLE VIII. Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 Section 8.6 Section 8.7 Section 8.8 Section 8.9 Section 8.10 Section 8.11 Section 8.12 Section 8.13 Section 8.14 Section 8.15 Section 8.16

Waiver ................................................................................................ 16 MISCELLANEOUS ...................................................................................... 16 Transfers and Other Liens .................................................................. 16 Lender's Right to Perform Borrower Obligations; No Liability of Lender ............................................................................................ 16 No Waiver .......................................................................................... 17 Expenses ............................................................................................ 17 Intentionally Omitted ......................................................................... 18 Entire Agreement ............................................................................... 18 Intentionally Omitted ......................................................................... 18 Successors and Assigns...................................................................... 18 Notices ............................................................................................... 18 Captions ............................................................................................. 19 Governing Law .................................................................................. 19 Counterparts ....................................................................................... 20 Interpleader ........................................................................................ 20 Conflicts ............................................................................................. 21 Exculpation ........................................................................................ 21 Trial by Jury ....................................................................................... 21

ii
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CASH MANAGEMENT AGREEMENT (CMSC 2007-C1; LOAN NO: M011054852) CASH MANAGEMENT AGREEMENT (this "Agreement"), dated as of ______________, 2011, among CHATHAM RIGG LLC, a Delaware limited liability company, having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 ("Borrower"), WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1, having an address at c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road Horsham, Pennsylvania 19044. RE: CMSC 2007-C1; Loan No: M011054852 ("Lender"), ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation, having an address at 50 Cocoanut Row, Suite 200, Palm Beach, Florida 33480 (in its capacity as manager under the Management Agreement referenced below, "Manager"), CHATHAM RIGG LEASECO LLC, a Delaware limited liability company, having an address at 50 Cocoanut Row, Suite 216, Palm Beach, Florida 33480 (in its capacity as operating lessee under the Operating Lease referenced below, "Operating Lessee") and BERKADIA COMMERCIAL MORTGAGE, LLC, a _______________ limited liability company, having an address at ___________________________________ ("Agent"). WITNESSETH: WHEREAS, pursuant to that certain Deed of Trust Note dated as October 4, 2006 by KPA RIGG LLC, a Delaware limited liability company ("Original Borrower"), in favor of Capmark Bank, a Utah industrial bank ("Original Lender") (as the same may hereafter be further amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the "Note"), Original Lender made a loan (the "Loan") to Original Borrower in the original principal amount of Thirty Seven Million Six Hundred Thousand and No/100 Dollars ($37,600,000.00), which Loan is evidenced by the Note and secured by (i) certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006 granted by Original Borrower and KPA RIGG Lessee LLC, a Delaware limited liability company, collectively, as grantor, to the trustee named thereunder, for the benefit of Original Lender, as beneficiary, recorded on October 6, 2006 as Instrument No. 06-665751 in the Official Records of Orange County, California, and encumbering the Property (the "Deed of Trust") covering that certain property as more particularly described in the Deed of Trust (the "Property"); (ii) that certain Lease Assignment (as defined in the Deed of Trust); (iii) that certain Assignment of Lease Assignment (as defined in the Deed of Trust), and (iii) the other Loan Documents (as defined in the Assumption Agreement, as defined below), which Loan is being assumed by Borrower pursuant to that certain Loan Document Modification and Deed of Trust Assumption Agreement, as of even date herewith, executed by Original Borrower, Borrower, Operating Lessee and Lender (the "Assumption Agreement"); WHEREAS, pursuant to the Note, the Deed of Trust, the Lease Assignment and the Assignment of Lease Assignment, each as assumed pursuant to the Assumption Agreement, Borrower and Operating Lessee have granted to Lender a security interest in all of Borrower and Operating Lessee's right, title and interest in, to and under the Revenues (as defined below) and

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has assigned and conveyed to Lender all of Borrower and Operating Lessee's right, title and interest in, to and under the Revenues due and to become due to Borrower and Operating Lessee; WHEREAS, in order to fulfill Borrower's obligations under the Loan Documents, Borrower and Operating Lessee have agreed that all Revenues from the Property will be deposited directly into the Lockbox Account (as defined below) and shall be applied as hereinafter set forth; WHEREAS, Operating Lessee and Manager have entered into that certain Hotel Management Agreement, with respect to the Property, pursuant to which Manager has agreed to manage the Property and Manager joins herein at Borrower and Operating Lessee's request and direction; and WHEREAS, Borrower and Operating Lessee have entered into that certain Lease Agreement, with respect to the Property, pursuant to which Operating Lessee has agreed to lease and operate the Property and Operating Lessee joins herein at Borrower's request and direction. NOW, THEREFORE, in consideration of the covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I. DEFINITIONS Section 1.1 definitions: General. As used herein, the following terms shall have the following

"Accounts" shall mean the Lockbox Account, the Cash Management Account and each Subaccount thereof including but not limited to the Replacement Reserve Account. "Agent" shall have the meaning set forth in the preamble hereof, together with its successors and assigns. "Agreement" shall mean this Agreement. "Assignment of Lease Assignment" shall have the meaning set forth in the Recitals hereto. "Borrower" shall have the meaning set forth in the preamble hereof, together with its successors and permitted assigns. "Borrower Remainder Account" shall mean the account designated by Borrower from time to time in notice to Lender and Agent into which Agent shall deposit amounts distributable to Borrower pursuant to this Agreement. "Cash Management Account" shall have the meaning set forth in Section 2.1(b) hereof. "Collateral" shall have the meaning set forth in Section 5.1(a) hereof. 2
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"Credit Card Company" shall have the meaning set forth in Section 3.1(b), hereof. "Debt Service Coverage Ratio Event" shall mean, as of any date any period of time during which the Debt Service Coverage Ratio ( as defined in the Deed of Trust) for the twelve (12) consecutive month period ending on the last day of the month immediately preceding such date shall be less than 1.15:1. "Debt Service Reserve Account" shall have the meaning set forth in Section 2.1(c) hereof. "Eligible Account" shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. 9.10(b), having in either case a combined capital and surplus of at least Fifty Million and 00/100 Dollars ($50,000,000.00) and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument. "Eligible Institution" shall mean a depository institution or trust company, the short term unsecured debt obligations or commercial paper of which are rated at least "A-1+" by Standard & Poors Ratings Group, a division of the McGraw Hill Companies ("S&P"), "P-1" by Moody's Investors Service, Inc. ("Moody's") and "F-1+" by Fitch, Inc. ("Fitch") in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least "AA" by Fitch and S&P and "Aa2" by Moody's). "Lease Assignment" shall have the meaning set forth in the Recitals hereto. "Lender" shall have the meaning set forth in the preamble hereof, together with its successors and assigns; it being agreed that Servicer may act for and on behalf of Lender under this Agreement. "Loan" shall have the meaning set forth in the Recitals hereto. "Lockbox Account" shall have the meaning set forth in Section 2.1(a) hereof. "Lockbox Bank" shall mean ______________. "Manager" shall have the meaning set forth in the preamble hereof, together with its successors and permitted assigns. "Management Agreement" shall mean the Hotel Management Agreement dated the date hereof between Operating Lessee and Manager pertaining to the management of the Property. "Note" shall have the meaning set forth in the Recitals hereto. 3
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"Obligations" as defined in Section 5.1(b) hereof. "Payment Direction Letter" shall have the meaning set forth in Section 3.1(b) hereof. "Permitted Investments" shall mean any one or more of the following obligations or securities with maturities of not more than three hundred sixty-five (365) days acquired at a purchase price of not greater than par, including those issued by any servicer, the trustee under any securitization or any of their respective affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Monthly Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below: (i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificate of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Student Loan Marketing Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (iv) federal funds, unsecured certificates of deposit, time deposits, bankers' acceptances and repurchase agreements with maturities of not more than three hundred sixtyfive (365) days of any bank, the short term obligations of which at all times are rated in the highest short term rating category by two (2) of either S&P, Moody's, or Fitch, or their respective successors and assigns, or any other nationally recognized statistical rating agency which has been approved by Lender (collectively, the "Rating Agencies") (or, if not rated by all Rating 4
MIAMI 2570992.4 7249634763

Agencies, rated by at least one (1) Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (v) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers' acceptances issued by, any bank or trust company, savings and loan association or savings bank, the short term obligations of which at all times are rated in the highest short term rating category by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency in the highest short term rating category and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (vi) debt obligations with maturities of not more than three hundred sixtyfive (365) days and at all times rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investments would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest long-term unsecured debt rating category; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (vii) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one (1) year after the date of issuance thereof) with maturities of not more than three hundred sixty-five (365) days and that at all times is rated by each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) in its highest short-term unsecured debt rating; provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must

5
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move proportionately with that index and (C) such investments must not be subject to liquidation prior to their maturity; (viii) units of taxable money market funds, which funds are regulated investment companies, seek to maintain a constant net asset value per share and invest solely in obligations backed by the full faith and credit of the United States, which funds have the highest rating available from each Rating Agency (or, if not rated by all Rating Agencies, rated by at least one (1) Rating Agency and otherwise acceptable to each other Rating Agency, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Securities) for money market funds; and (ix) any other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written confirmation that the designation of such security, obligation or investment as a Permitted Investment will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current ratings assigned to the Securities by such Rating Agency; provided, however, that such instrument continues to qualify as a "cash flow investment" pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of one hundred twenty percent (120%) of the yield to maturity at par of such underlying investment. "Replacement Reserve Account" shall have the meaning set forth in Section 7 of the Deed of Trust. "Required Debt Service Deposit" shall mean the Monthly Debt Service Payment Amount (as defined in the Note) required to be paid by Borrower to Lender on any Monthly Payment Date (as defined in the Note). "Required Tax and Insurance Deposit" shall mean the amount required to be deposited into the Tax and Insurance Escrow Fund pursuant to Section 5 of the Deed of Trust. "Reserve Funds" shall mean collectively, the Tax and Insurance Escrow Fund and the funds deposited in the Replacement Reserve Account (as defined in the Deed of Trust). "Revenues" shall mean all income and proceeds received by Borrower, Operating Lessee or Manager for the use, occupancy or enjoyment of the Property, or any part thereof, or received by Borrower, Operating Lessee or Manager for the sale of any goods, services or other items sold on or provided from the Property in the ordinary course of the operation of the Property, including without limitation: (a) all income and proceeds (other than sales or release proceeds) received from rental of rooms, Leases and commercial space, meeting, conference and/or banquet space within the Property including parking revenue; (b) all income and proceeds received from food and beverage operations and from catering services conducted from the Property even though rendered outside of the Property; (c) all income and proceeds from business interruption, rental interruption and use and occupancy insurance with respect to the 6
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operation of the Property (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof which are not included in the operating expenses of the Property, never to include prior periods or unearned future periods); (d) all actual damages, income and proceeds from judgments, settlements and other resolutions of disputes with respect to matters which would be includable in this definition of "Revenues" if received in the ordinary course of the operation of the Property (after deducting therefrom all necessary costs and expenses incurred in the adjustment or collection thereof which are not included in the operating expenses of the Property), but excluding consequential, punitive and other special damages or litigation costs or fees recovered in connection therewith except to the extent such costs or fees were included in the operating expenses of the Property when incurred; and (e) interest on rent concessions or credits, and other required pass-throughs and interest on Reserve Funds; but excluding, (1) gross receipts received by lessees, licensees or concessionaires of the Property; (2) consideration received at the Property for hotel accommodations, goods and services to be provided at other hotels, although arranged by, for or on behalf of Borrower or Manager; (3) income and proceeds from the sale or other disposition of goods, capital assets and other items not in the ordinary course of the Property operation; (4) federal, state and municipal excise, sales and use taxes collected directly from patrons or guests of the Property as a part of or based on the sales price of any goods, services or other items, such as gross receipts, room, admission, cabaret or equivalent taxes; (5) Awards (except to the extent provided in clause (d) above); (6) refunds of amounts not included in the operating expenses of the Property at any time and uncollectible accounts; (7) gratuities collected by the employees at the Property; (8) the proceeds of any property sale or financing; (9) other income or proceeds resulting other than from the use or occupancy of the Property, or any part thereof, or other than from the sale of goods, services or other items sold on or provided from the Property in the ordinary course of business; and (10) any credits or refunds made to customers, guests or patrons in the form of allowances or adjustments to previously recorded revenues; and (f) nonrecurring items, including but not limited to, lease termination payments. "Subaccount" shall mean any subaccount of the Cash Management Account established in accordance with this Agreement. "Tax and Insurance Escrow Account" shall have the meaning set forth in Section 2.1(d) hereof. "Tax and Insurance Trigger Event" shall mean a "Trigger Event" as defined in the Deed of Trust, provided, however, that Lender agrees that it will only "determine" (as such word is used in the definition of Trigger Event) that a Trigger Event has occurred to the extent it is reasonable to "determine" that a Trigger Event has occurred. "Trigger Event" shall mean the occurrence of either of the following events: (a) an Event of Default, or (b) a Debt Service Coverage Ratio Event; provided, however such Trigger Event shall cease and terminate (i) in the case of a Trigger Event due to a Debt Service Coverage Ratio Event as of any date as to which Borrower establishes to the reasonable satisfaction of Lender that the Debt Service Coverage Ratio, as of such date is equal to or in excess of 1.15:1 for the trailing twelve (12) consecutive month period then ending for three (3) consecutive quarters and (ii) in the case of a Trigger Event due to the occurrence of an Event of Default if such Event of Default is thereafter cured or waived. 7
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"UCC" shall have the meaning set forth in Section 5.1(a)(iv) hereof. Section 1.2 Other Capitalized Terms. All other capitalized terms set forth in this Agreement not defined herein shall have the meaning set forth in the Deed of Trust. ARTICLE II. THE ACCOUNTS Section 2.1 Establishment of the Accounts.

(a) For as long as the Loan is outstanding, Borrower shall maintain, or shall cause Operating Lessee to maintain, an Eligible Account (the "Lockbox Account") into which all Revenues from the Property received by Borrower, Operating Lessee or Manager after the date hereof shall be deposited in accordance with the terms hereof. On the date hereof, the Lockbox Account has been established with ____________. (b) For as long as the Loan is outstanding, Borrower shall maintain an Eligible Account with Agent (the "Cash Management Account") into which all available funds in the Lockbox Account shall be transferred each Business Day in accordance with this Agreement. On the date hereof, the Cash Management Account has been established with Agent and bears account number _______________. (c) For as long as the Loan is outstanding, Borrower shall maintain an Eligible Account with Agent (the "Debt Service Reserve Account") into which an amount equal to the Required Debt Service Deposit shall be deposited. Notwithstanding the foregoing, the Debt Service Reserve Account shall be maintained as a "subaccount" of the Cash Management Account and the Required Debt Service Deposit shall be credited thereto on a ledger-entry basis. (d) For as long as the Loan is outstanding, Borrower shall maintain an Eligible Account with Agent (the "Tax and Insurance Escrow Account"). Notwithstanding anything contained herein to the contrary, only after the occurrence and continuation of a Tax and Insurance Trigger Event shall an amount equal to the Required Tax and Insurance Deposit be deposited into the Tax Insurance Escrow Account. Notwithstanding the foregoing, the Tax and Insurance Escrow Account shall be maintained as a "subaccount" of the Cash Management Account and the Required Tax and Insurance Deposit shall be credited thereto on a ledger-entry basis. (e) For as long as the Loan is outstanding, Borrower shall maintain, or shall cause Operating Lessee to maintain the Replacement Reserve Account. Commencing on October 4, 2012, funds shall be deposited into the Replacement Reserve Account in accordance with Section 7(b)(i) of the Deed of Trust, if applicable. Notwithstanding the foregoing, the Replacement Reserve Account shall be maintained as a "subaccount" of the Cash Management Account and the funds required to be deposited into the Replacement Reserve Account shall be credited thereto on a ledger-entry basis. Section 2.2 Account Name. The Cash Management Account shall be in the name of Borrower and Lender, as mortgagee pursuant to the Deed of Trust. In the event Lender transfers or assigns the Loan, Agent, at Lender's request, shall change Lender's name in the Cash 8
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Management Account to the name of the transferee or assignee. In the event Lender retains a Servicer to service the Loan, Agent, at Lender's request, shall change Lender's name in of the Cash Management Account to the name of Servicer, as agent for Lender. Section 2.3 Eligible Account. The Cash Management Account is and shall be treated as a "securities account" as such term is defined in Section 8-501(a) of the UCC in respect of which Agent is a "securities intermediary", as such term is defined in Section 8-501(a) of the UCC and Lender is the "entitlement holder", as such term is defined in Section 8- 102(a)(7) of the UCC; provided, however, that if amounts in the Cash Management Account are not invested, the Cash Management Account is and shall be treated as a "deposit account", as such term is defined in Section 9-102(a)(29) of the UCC, in respect of which Agent is a "bank", as such term is defined in Section 9-102(a)(8) of the UCC, and Lender is the "customer", as such term is defined in Section 4-104 of the UCC, and control of the Cash Management Account shall be vested in Lender in accordance with Section 9-104 or Section 9-106 of the UCC. Agent hereby agrees that each item of property (whether investment property, financial asset, securities, instrument, cash or other property) credited to the Cash Management Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC and that, subject to the terms of this Agreement, Lender shall be treated as entitled to exercise the rights that comprise any financial asset credited to the Cash Management Account. All securities or other property underlying any financial assets credited to the Cash Management Account that are in registered form shall be registered in the name of, or payable to, or to the order of, Agent or its designee, endorsed to, or to the order of, Agent or its designee or in blank, or credited to another securities account maintained in the name of Agent or its designee, and in no case will any financial asset credited to the Cash Management Account be registered in the name of Borrower, Operating Lessee or Manager, payable to the order of Borrower, Operating Lessee or Manager or specially indorsed to Borrower, Operating Lessee or Manager except to the extent the foregoing have been specifically indorsed to or to the order of Lender or in blank. Section 2.4 Permitted Investments. Funds in the Lockbox Account shall be maintained as cash. Borrower shall have the right to direct Agent to invest sums on deposit in the Cash Management Account in Permitted Investments; provided, however, in no event shall Borrower direct Agent to make a Permitted Investment if the maturity date of that Permitted Investment is later than the date on which the invested sums are required for payment of an obligation for which the sub-account was created provided that absent express investment direction from Borrower, funds in the Cash Management Account shall be maintained as cash. If any interest accrues on the Cash Management Account or any sub-account thereof, such interest shall be credited to the Cash Management Account or to the applicable sub-account of the Cash Management Account. In the event that any losses are incurred by the Cash Management Account or a sub-account thereof upon liquidation of a Permitted Investment, the amount of such loss shall be borne by Borrower and Borrower shall deposit to the Cash Management Account or the applicable sub-account thereof an amount equal to such loss no later than three (3) Business Days following such liquidation. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to income earned from Permitted Investments. The Cash Management Account and each Subaccount thereof shall be assigned the federal tax identification number of the Borrower, which number is _______________.

9
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ARTICLE III. DEPOSITS Section 3.1 Deposits into Lockbox Account. Manager each represent, warrant and covenant that: Borrower, Operating Lessee and

(a) Prior to a Trigger Event and following the cure of a Trigger Event, Borrower shall cause all Profits and any other sums received by Borrower under and pursuant to the Operating Lease to be deposited into the Lockbox Account in accordance with this Agreement. (b) Following the occurrence and during the continuance of a Trigger Event, Borrower, Operating Lessee and Manager shall cause all Profits and other Revenues to be deposited directly into the Lockbox Account. Without limitation of the foregoing, pursuant to an instruction letter in the form of Exhibit A attached hereto (a "Payment Direction Letter"), immediately upon an occurrence of a Trigger Event, Borrower, Operating Lessee and Manager shall instruct each of the respective credit card companies or credit card clearing banks (collectively, a "Credit Card Company") with which Borrower, Operating Lessee or Manager has entered into merchant's agreements that all receipts payable with respect to the Property, in accordance with such merchants' agreements or otherwise, shall be transferred by wire transfer to the Lockbox Account. (c) Commencing with the first billing statement delivered after the occurrence of a Trigger Event and for each subsequent statement delivered until such Trigger Event is cured, Borrower, Operating Lessee and/or Manager shall instruct all Persons that maintain open accounts with Borrower and/or Manager or with whom Borrower, Operating Lessee and/or Manager does business on an "accounts receivable" basis with respect to the Property to deliver all payments due under such accounts to the Lockbox Account. None of Borrower, Operating Lessee or Manager shall direct any such Person to make payments due under such accounts in any other manner. (d) If notwithstanding the foregoing, Borrower, Operating Lessee or Manager receives any amounts constituting Profit or, following the occurrence and during the continuance of a Trigger Event, Revenues from the Property that should have been deposited into the Lockbox Account, (i) such amounts shall be deemed to be Collateral and shall be held in trust for the benefit, and as the property, of Lender, (ii) such amounts shall not be commingled with any other funds or property of Borrower, Operating Lessee or Manager until deposited into the Lockbox Account and (iii) within one (1) Business Day of the receipt thereof, Borrower, Operating Lessee or Manager shall send such amounts to the Lockbox Account for deposit therein. (e) Following the occurrence and during the continuance of a Trigger Event, without the prior written consent of Lender, none of Borrower, Operating Lessee or Manager shall (i) terminate, amend, revoke or modify any Payment Direction Letter in any manner whatsoever or (ii) direct or cause any Credit Card Company to pay any amount in any manner other than as provided in the related Payment Direction Letter.

10
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(f) There are and for as long as the Loan is outstanding, there shall be, no other accounts maintained by Borrower, Operating Lessee or Manager or any other Person into which Revenues from the Property are initially deposited other than the Lockbox Account. So long as the Debt shall be outstanding, none of Borrower, Operating Lessee or Manager shall permit any other Person to open any other such account for the deposit of Revenues from the Property prior to the deposit of such Revenues in the Lockbox Account. Section 3.2 Additional Deposits. Borrower shall make, or shall cause to be made, such additional deposits into the Cash Management Account as may be required by this Agreement and the Deed of Trust as and when required. Section 3.3 Application of Funds in the Lockbox Account.

(a) Each Business Day during the term of the Loan, Lockbox Bank shall transfer all available funds in the Lockbox Account to the Cash Management Account. Thereafter, on the last Business Day of each calendar month, Lender shall instruct Agent to apply all funds then available in the Cash Management Account in the following amounts and in the following order of priority, subject to Agent's right to place holds for uncollected funds pursuant to Federal Reserve Regulation CC and Agent's customary procedures: (i) First, only if a Tax and Insurance Trigger Event has occurred, funds sufficient to pay the Required Tax and Insurance Deposit shall be credited to the Tax and Insurance Escrow Account. For the avoidance of doubt, the parties hereto confirm and agree that if a Tax and Insurance Trigger Event has not occurred this deposit shall not be made; (ii) Second, funds sufficient to pay the Required Debt Service Deposit shall be credited to Debt Service Reserve Account; (iii) Third, from and after October 4, 2012, funds sufficient to fund the Replacement Reserve Account in accordance with Section 7 of the Deed of Trust, if applicable; (iv) Fourth, funds sufficient to pay all other amounts then due and payable to Lender shall be credited to Debt Service Reserve Account; (v) Finally, provided that an Event of Default shall not have occurred and be continuing, all remaining funds in the Cash Management Agreement after application as set forth in clauses (i) through (iv) above shall be disbursed to the Borrower Remainder Account. (b) During the existence of an Event of Default, all funds available in the Cash Management Account shall be applied by Lender as set forth in this Agreement. ARTICLE IV. DISBURSEMENTS Section 4.1 Withdrawals.

(a) Disbursements from Tax and Insurance Escrow Account. All funds on deposit in the Tax and Insurance Escrow Account shall be disbursed by Agent, at the instruction 11
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of Lender, for the payment of Taxes and Insurance Premiums in accordance with Section 6 of the Deed of Trust. (b) Disbursements from the Replacement Reserve Account. All funds on deposit in the Replacement Reserve Account shall be disbursed by Agent, at the instruction of Lender, for the payment of Replacements in accordance with Section 7 of the Deed of Trust. (c) Disbursements from the Debt Service Reserve Account. All funds on deposit in the Debt Service Reserve Account shall be disbursed by Agent, at the instruction of Lender, to Lender to pay amounts as and when due to Lender in accordance with the Deed of Trust. Section 4.2 Sole Dominion and Control of Cash Management Account and Subaccounts. The parties acknowledge and agree that the Cash Management Account and any and all Subaccounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, including Agent, subject to the terms hereof. Borrower shall not have the right of withdrawal with respect to the Cash Management Account. The parties agree that, notwithstanding anything to the contrary in this Agreement, the other Loan Documents or any document, instrument or agreement relating or pertaining to the Cash Management Account or any asset credited thereto, Agent will (and Agent hereby agrees to and with respect to entitlement orders, will cause its designee to) comply with the instructions of and/or originated by Lender with respect to the Cash Management Account and the disposition of cash, financial assets and other assets credited thereto (including, without limitation, all "entitlement orders" (as defined in Section 8-102(a)(8) of the UCC)), without further consent by Borrower, Operating Lessee, Manager or any other Person (and, therefore, Lender will have "control" of the Cash Management Account and all assets credited thereto within the meaning of Section 9-106 or Section 9-104 of the UCC). Regardless of any provision of any other agreement, for purposes of the UCC, New York shall be deemed the jurisdiction of Agent, as securities intermediary or as bank with respect to the Cash Management Account. Section 4.3 Disbursements to Borrower Remainder Account. Any amounts disbursed to the Borrower Remainder Account pursuant to this Agreement shall be free and clear of all liens and security interests in favor of Lender. ARTICLE V. PLEDGE OF ACCOUNTS Section 5.1 Security for Obligations.

(a) To secure the full and punctual payment and performance of all obligations of Borrower now or hereafter existing with respect to the Loan, whether for principal, interest, fees, expenses or otherwise, and all obligations of Borrower now or hereafter existing under the Note, the Deed of Trust, this Agreement and all other Loan Documents (all such obligations, collectively, the "Obligations"), Borrower hereby grants to Lender a first priority continuing security interest in and to all right, title and interest of Borrower in and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the "Collateral"): 12
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(i) the Accounts and all cash, checks, drafts, certificates, and instruments, if any, from time to time deposited or held in the Accounts, including, without limitation, all deposits or wire transfers made to the Accounts; (ii) Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, or evidencing, any or all of the foregoing; and (iv) to the extent not covered by clauses (i), (ii) or (iii) above, all "proceeds" (as defined under the UCC) of any or all of the foregoing. (b) Lender, its authorized agents or designees, including Agent, shall have with respect to the Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein. Section 5.2 Rights on Default. Upon the occurrence and during the continuance of an Event of Default, (a) subject to the terms and conditions of the Management Agreement, Lender may direct Agent to liquidate and transfer any amounts then invested in Permitted Investments to the Cash Management Account or reinvest such amounts in other Permitted Investments as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or to enable Agent, as agent for Lender, or Lender, to exercise and enforce Lender's rights and remedies hereunder with respect to any Collateral and (b) subject to the terms and conditions of the Management Agreement, Lender may apply any funds in the Cash Management Account to any Obligations in such order of priority as Lender may determine in its sole discretion. Section 5.3 Financing Statement; Further Assurances. Simultaneously herewith, Borrower shall deliver to Lender for filing a financing statement or statements in connection with the Collateral in the form required by Lender to properly perfect Lender's security interest therein. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will, or will cause Operating Lessee to, promptly execute and deliver all further instruments and documents, and take all further action, that are necessary, or that Agent or Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Agent or Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Section 5.4 Termination of Agreement. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until payment in full of the Obligations. Upon payment and performance in full of the Obligations, this Agreement shall terminate and Borrower shall be entitled to the prompt return, at its expense, of such of the Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof, and Lender shall authorize the release to Borrower of all funds remaining on deposit under this 13
MIAMI 2570992.4 7249634763

any and all amounts in the Accounts invested in Permitted

Agreement and Agent and/or Lender shall execute such instruments and documents as may be reasonably requested by Borrower to permit such release of funds and evidence such termination and the release of the lien hereof. ARTICLE VI. RIGHTS AND DUTIES OF LENDER AND AGENT Section 6.1 Reasonable Care. Beyond the exercise of reasonable care in the custody thereof or as otherwise expressly provided herein, neither Agent nor Lender shall have any duty as to any Collateral in its possession or control as agent therefor or bailee thereof or any income thereon or the preservation of rights against any Person or otherwise with respect thereto. Agent and Lender each shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Agent or Lender accords its own property, it being understood that Lender shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in value thereof, by reason of the act or omission of Agent or Lender, its Affiliates, agents, employees or bailees, except to the extent that such loss or damage results from Agent's or Lender's (or their respective representatives) gross negligence or willful misconduct, provided that nothing in this Article VI shall be deemed to relieve Agent from the duties and standard of care which, as a commercial bank, it generally owes to depositors. Neither Lender nor Agent shall have any liability for any loss resulting from the investment of funds in Permitted Investments in accordance with the terms and conditions of this Agreement. Section 6.2 Indemnity. Agent, in its capacity as agent hereunder, shall be responsible for the performance only of such duties as are specifically set forth herein, and no duty shall be implied from any provision hereof. Agent shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies. Lender shall indemnify and hold Agent, its respective employees and officers harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys' fees and disbursements) incurred in connection with Agent complying with any instruction or request of Lender in connection with the transactions contemplated hereby, except to the extent that such loss or damage results from Agent's gross negligence or willful misconduct. Borrower shall indemnify and hold Agent and Lender, their respective employees and officers harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Agent or Lender in connection with the transactions contemplated hereby, except to the extent that such loss or damage results from Agent's or Lender's gross negligence or willful misconduct. Section 6.3 Reliance. Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bond or other paper, document or signature reasonably believed by it to be genuine, and it may be assumed that any Person purporting to act on behalf of Lender giving any of the foregoing in connection with the provisions hereof has been duly authorized to do so. Agent may consult with counsel, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder and in good faith in accordance therewith. Agent shall not be liable to Borrower for any act or omission done or omitted to be done by Agent in reliance upon any instruction,

14
MIAMI 2570992.4 7249634763

direction or certification received by Agent and without gross negligence or willful or reckless misconduct. Section 6.4 Resignation or Termination of Agent.

(a) Agent shall have the right to resign as Agent hereunder upon thirty (30) days' prior written notice to Borrower and Lender, and in the event of such resignation, Lender shall appoint a successor Agent which must be an Eligible Institution. No such resignation by Agent shall become effective until a successor Agent shall have accepted such appointment and executed an instrument by which it shall have assumed all of the rights and obligations of Agent hereunder. If no such successor Agent is appointed within sixty (60) days after receipt of the resigning Agent's notice of resignation, the resigning Agent may petition a court of competent jurisdiction for the appointment of a successor Agent Notwithstanding the foregoing, Agent may resign from this Agreement immediately upon written notice to the other parties in the event of suspected fraud or other illegal activity in connection with the Accounts or this Agreement. (b) In connection with any resignation by Agent, (i) the resigning Agent shall, at the sole reasonable cost of Borrower, (A) duly assign, transfer and deliver to the successor Agent this Agreement and all cash and Permitted Investments held by it hereunder, (B) execute such financing statements and other instruments as may be necessary to assign to the successor Agent the security interest in the Collateral existing in favor of the retiring Agent hereunder and to otherwise give effect to such succession and (C) take such other actions as may be reasonably required by Borrower or the successor Agent in connection with the foregoing and (ii) the successor Agent shall establish in its name, as secured party, cash collateral accounts, which shall become the Cash Management Account for purposes of this Agreement upon the succession of such Agent. (c) Lender, at its sole discretion and at its sole cost, shall have the right, upon thirty (30) days' notice to Borrower and Agent, to terminate this Agreement and/or Agent and/or substitute Agent with a successor Agent that satisfies the requirements of an Eligible Institution or to have the Cash Management Account held by another Eligible Institution, provided that such successor Agent shall become a party to, and perform the duties of Agent pursuant to the terms of, this Agreement or execute and deliver a replacement Cash Management Agreement having terms and provisions substantially similar to this Agreement. Section 6.5 Agent Appointed Attorney-In-Fact. Borrower hereby irrevocably constitutes and appoints Lender as Borrower's true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and to exercise and enforce every right, power, remedy, option and privilege of Borrower with respect to the Collateral, and do in the name, place and stead of Borrower, all such acts, things and deeds for and on behalf of and in the name of Borrower, which Borrower could or might do during the continuance of an Event of Default or which Lender or Agent (as agent of Lender) reasonably deems necessary to more fully vest in Lender and Agent (as agent of Lender), the rights and remedies provided for herein. The foregoing powers of attorney are irrevocable and coupled with an interest; provided however, same shall not be exercised by Lender or Agent (as agent of Lender) unless an Event of Default has occurred and is continuing. Any reasonable expenses actually incurred by Lender and Agent in connection therewith shall be paid by Borrower. 15
MIAMI 2570992.4 7249634763

ARTICLE VII. REMEDIES Section 7.1 Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender or Agent, as agent for Lender, may, subject to the terms of this Agreement: (a) without notice to Borrower or Operating Lessee, except as required by law, and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Collateral against the Obligations or any part thereof; (b) in its sole discretion, at any time and from time to time, exercise any and all rights and remedies available to it under this Agreement, and/or as a secured party under the UCC and/or under any applicable law; and (c) demand, collect, take possession of, receipt for, settle, compromise, adjust, sue for, foreclose or realize upon the Collateral (or any portion thereof) as Lender may determine in its sole discretion. Section 7.2 Waiver. Borrower and Operating Lessee each hereby expressly waives, to the fullest extent permitted by law, presentment, demand, protest or any notice of any kind in connection with this Agreement or all or any part of the Collateral. Borrower and Operating Lessee each hereby acknowledges and agrees that ten (10) days' prior written notice of the time and place of any public sale of all or any part of the Collateral or any other intended disposition thereof shall be reasonable and sufficient notice to Borrower or Operating Lessee, as applicable, within the meaning of the UCC. ARTICLE VIII. MISCELLANEOUS Section 8.1 Transfers and Other Liens. Except as otherwise expressly permitted by the Loan Documents, Borrower agrees that it will not (a) sell or otherwise dispose of (or permit Operating Lessee to sell or otherwise dispose of) any of the Collateral or (b) create or permit to exist any Lien upon or with respect to all or any of the Collateral, except for the Lien granted to Borrower by Operating Lessee under this Agreement, the Lien granted to Agent, as agent for Lender, under this Agreement and the Liens created by the Loan Documents. Section 8.2 Lender's Right to Perform Borrower Obligations; No Liability of Lender. If Borrower or Operating Lessee (the "Breaching Party") fails to perform any of the covenants or obligations contained herein, and such failure shall continue for a period five (5) Business Days after the Breaching Party's receipt of written notice thereof from Lender, Lender may itself perform, or cause performance of, such covenants or obligations, and the reasonable expenses of Lender incurred in connection therewith shall be payable by the Breaching Party to Lender. Section 8.3 No Waiver. The rights and remedies provided in this Agreement and the other Loan Documents are cumulative and may be exercised independently or concurrently, and are not exclusive of any other right or remedy provided at law or in equity. No failure to exercise or delay by Agent or Lender in exercising any right or remedy hereunder or under the 16
MIAMI 2570992.4 7249634763

Loan Documents shall impair or prohibit the exercise of any such rights or remedies in the future or be deemed to constitute a waiver or limitation of any such right or remedy or acquiescence therein. Every right and remedy granted to Agent and/or Lender hereunder or by law may be exercised by Agent and/or Lender at any time and from time to time, and as often as Agent and/or Lender may deem it reasonably expedient. Any and all of Agent's and/or Lender's rights with respect to the lien and security interest granted hereunder shall continue unimpaired, and Borrower shall be and remain obligated in accordance with the terms hereof, notwithstanding (a) any proceeding of Borrower under the Federal Bankruptcy Code or any bankruptcy, insolvency or reorganization laws or statutes or any state, (b) the release or substitution of Collateral at any time, or of any rights or interests therein or (c) any delay, extension of time, renewal, compromise or other indulgence granted by the Agent and/or Lender in the event of any default, with respect to the Collateral or otherwise hereunder. No delay or extension of time by Agent and/or Lender in exercising any power of sale, option or other right or remedy hereunder, and no notice or demand which may be given to or made upon Borrower by Agent and/or Lender, shall constitute a waiver thereof, or limit, impair or prejudice. Agent's and/or Lender's right, without notice or demand, to take any action against Borrower or to exercise any other power of sable, option or any other right or remedy. No waiver of any term or condition of this Agreement, whether by delay, omission or otherwise, shall be effective unless in writing and signed by the party sought to be charged, and then such waiver shall be effective only in the specific instance and for the purpose for which given. Section 8.4 Expenses.

(a) The Collateral shall secure, and Borrower shall pay to Agent and Lender and/or Agent's and Lender's counsel on demand, from time to time, all reasonable costs and expenses (including, but not limited to, reasonable attorneys' fees and disbursements, and transfer, recording and filing fees, taxes and other charges) of Lender and Agent, or incidental to, the creation or perfection of any lien or security interest granted or intended to be granted hereby, the custody, care, sale, transfer, administration, collection of or realization on the Collateral as permitted hereunder, or in any way relating to the enforcement, protection or preservation of the rights or remedies of Agent and/or Lender under this Agreement, the Loan Agreement, the Note, the Mortgage, or the other Loan Documents. Except as expressly set forth below, Agent shall have no right to charge, set-off or otherwise apply any portion of the Collateral against any amounts owed Agent by Borrower or Lender other than Agent's right to collect fees and expenses owed to Agent pursuant to a fee agreement entered into in connection herewith, any such agreement being subject to Borrower's reasonable prior approval. (b) Agent may charge or set off against the Accounts for (a) any of Agent's charges, fees and expenses provided for herein for which Borrower is responsible, (b) all items deposited in and credited to the Accounts and subsequently returned unpaid or with respect to which Agent fails to receive final settlement, (c) all charges and obligations and liabilities arising out of any cash management services provided by Agent, including, but not limited, Automated Clearing House transactions, and (d) any amounts deposited in the Accounts in error or as necessary to correct processing errors. If there are insufficient collected funds in the Accounts to cover the amount of any required check or other adjustment or correction to be debited thereto, Borrower shall repay Agent the amount of such debit immediately upon demand.

17
MIAMI 2570992.4 7249634763

Section 8.5

Intentionally Omitted.

Section 8.6 Entire Agreement. This Agreement constitutes the entire and final agreement between the parties with respect to the subject matter hereof and may not be changed, terminated or otherwise varied, except by a writing duly executed by the parties. Section 8.7 Intentionally Omitted.

Section 8.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors and permitted assigns. Section 8.9 Notices. All notices, demands, requests, consents, approvals and other communications (any of the foregoing, a "Notice") required, permitted, or desired to be given hereunder shall be in writing sent by facsimile or by registered or certified mail, postage prepaid, return receipt requested or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 8.9. Any such Notice shall be deemed to have been received three (3) days after the date such Notice is mailed or on the date of sending by facsimile with confirmed receipt of delivery or delivery by hand or the next day if sent by an overnight commercial courier addressed to the parties with confirmed receipt of delivery as follows: If to Lender: WELLS FARGO BANK, N.A., AS TRUSTEE c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road Horsham, Pennsylvania 19044 RE: CMSC 2007-C1; Loan No: M011054852 With a copy to: LNR Partners, LLC 1601 Washington Avenue, Suite 700 Miami Beach, Florida 33139 If to Borrower: CHATHAM RIGG LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 With copies to: ___________________ ___________________ __________________ 18
MIAMI 2570992.4 7249634763

If to Manager: ISLAND HOSPITALITY MANAGEMENT III, INC 50 Cocoanut Row, Suite 200 Palm Beach, Florida 33480 If to Operating Lessee: CHATHAM RIGG LEASCO LLC 50 Cocoanut Row, Suite 216 Palm Beach, Florida 33480 If to Agent: BERKADIA COMMERCIAL MORTGAGE, LLC ___________________ ___________________ __________________

Section 8.10 Captions. All captions in this Agreement are included herein for convenience of reference only and shall not constitute part of this Agreement for any other purpose. Section 8.11 Governing Law. (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. 19
MIAMI 2570992.4 7249634763

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND EACH PARTY HERETO WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: CT CORPORATION SYSTEMS 111 EIGHTH AVENUE NEW YORK, NEW YORK 10011 AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER AND AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (I11) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. Section 8.12 Counterparts. counterparts. This Agreement may be executed in any number of

Section 8.13 Interpleader. If at any time, (a) Agent, in good faith is in doubt as to the action it should take under this Agreement, (b) Borrower becomes subject to a voluntary or involuntary bankruptcy, reorganization, receivership or similar proceeding, or (c) Agent is served with legal process which it in good faith believes prohibits the disbursement of the funds deposited in the Accounts, the Agent shall have the right (i) to place a hold on the funds in all such Accounts until such time as it receives an appropriate court order or other assurance satisfactory to it as to the disposition of the funds in the Accounts or (ii) to commence, at Borrower's expense, an interpleader action in any competent Federal or State Court located in the Commonwealth of Pennsylvania and otherwise to take no further action except in accordance with joint written instructions from Borrower and Lender or in accordance with the final order of a competent court served on Agent. 20
MIAMI 2570992.4 7249634763

Section 8.14 Conflicts. Notwithstanding anything to the contrary contained in the Loan Agreement or in the other Loan Documents, in the event of any inconsistency or conflict between the terms and provisions of the Loan Agreement and the other Loan Documents, on the one hand, and the terms and provisions of this Agreement, on the other hand, for so long as this Agreement is in full force and effect, the terms and provisions of this Agreement shall govern and control. Section 8.15 Exculpation. (a) The provisions of Section 9 of the Note are hereby incorporated by reference into this Agreement to the same extent and with the same force as if fully set forth herein. (b) Notwithstanding anything to the contrary contained herein, as between Agent on the one hand and Borrower on the other, only, (i) the covenants, agreements and obligations of Borrower under this Agreement shall bind only Borrower's interest in the Property and (ii) no personal liability or responsibility is assumed by, or shall be asserted by Agent against Borrower nor shall any recourse be had by Agent beyond Borrower's interest in the Property or be enforceable by Agent against Borrower on account of this Agreement or anything contained herein. Section 8.16 Trial by Jury. THE PARTIES HERETO HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH PARTY HERETO, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. [NO FURTHER TEXT ON THIS PAGE]

21
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Executed as of the date first written above. BORROWER: CHATHAM RIGG LLC, a Delaware limited liability company

By:____________________________ Name: Jeffrey L. Fisher Title: President

(Signatures continue on following page)

MIAMI 2570992.4 7249634763

LENDER: WELLS FARGO BANK, NA., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 By: LNR Partners, LLC, successor by statutory conversion to LNR Partners, Inc., as attorney-infact

By:

_______ Larry Golinsky, President

(Signatures continue on following page)

MIAMI 2570992.4 7249634763

OPERATING LESSEE: CHATHAM RIGG LEASECO LLC, a Delaware limited liability company By: Chatham TRS Holding, Inc., a Florida corporation, its sole member By: _______________________________ Name: Jeffrey L. Fisher Title: President

(Signatures continue on following page)

MIAMI 2570992.4 7249634763

MANAGER: ISLAND HOSPITALITY MANAGEMENT III, INC., a Florida corporation By: Name: Title:

(Signatures continue on following page)

MIAMI 2570992.4 7249634763

AGENT: BERKADIA COMMERCIAL MORTGAGE, LLC

By: Name: Title:

MIAMI 2570992.4 7249634763

EXHIBIT A FORM OF PAYMENT DIRECTION LETTER [OWNER/MANAGER LETTERHEAD] [Date] [Addressee] Re: Payment Direction Letter for 11931 Harbour Blvd., Garden Grove, California 92804

Dear [________]

CHATHAM RIGG LLC (the "Owner"), the owner of 11931 Harbour Blvd., Garden Grove, California 92804 (the "Property"), has mortgaged the Property to Capmark Bank, as assigned to Wells Fargo Bank, N.A., as Trustee for the registered holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C1 (together with its successors and assigns, the "Lender") and has agreed that all Revenues received with respect to the Property will be paid directly to a bank account controlled by Lender. Therefore, from and after the date hereof, please remit all payments due to the [Owner] [MANAGER, the manager of the Property (the "Manager"),] [under that certain [REFERENCE AGREEMENT], dated [_________,] 200[_____] (the "Agreement") between the [Owner][Manager] and you, as follows: (1) If paying by check, money order or other instrument, please mail such items to the following address: ]1 [ [Property Account Address] All checks or other instruments should be made out to the name of the "[PROPERTY]"; or (2) account: Transfer such amounts by the ACH System or wire transfer to the following [ ]2

ABA# Attn: Fax: Account of: Account #

1 2

Conform if Lockbox required. Conform if Lockbox required.

MIAMI 2570992.4 7249634763

These payment instructions cannot be withdrawn or modified without the prior written consent of the Lender or its agent (the "Servicer"), or pursuant to a joint written instruction from the Borrower and the Lender or the Servicer. Until you receive written instructions from the Lender or the Servicer, continue to send all payments due under the Agreement to __________. All payments due under the Agreement shall be remitted to __________ no later than the day on which such amounts are due. If you have any questions concerning this letter, please contact [_________] at [__________]. We appreciate your cooperation in this matter. Sincerely, [OWNER] [MANAGER]

By: Name: Title:

2
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CERTIFICATE OF INDEPENDENT MANAGER (CMSC 2007-C1; Loan No. M011054852) In order to induce WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1 (Lender) to consent to the sale of that certain property securing a loan the Loan) originally made by Capmark Bank, a Utah industrial bank, to KPA RIGG LLC, in the original principal amount of $37,600,000.00, now held by Lender to, and the assumption of the Loan by, Chatham RIGG LLC, a Delaware limited liability company (Borrower), the undersigned, as the Independent Manager and once admitted, a Special Member of Borrower, agree as follows: (a) The undersigned has been appointed as the Independent Manager and will become the Special Member of Borrower upon admission to Borrower as a member pursuant to the terms of the Limited Liability Company Agreement of Borrower (the Borrower LLC Agreement); The undersigned shall serve as the Independent Manager and once admitted, a Special Member of Borrower. The undersigned meets and shall at all times continue to meet all of the qualifications and requirements of an Independent Manager as defined and set forth in the Borrower LLC Agreement; and The undersigned understands that the undersigned shall at all times act as the Independent Manager, and once admitted to Borrower as a member, the Special Member of Borrower with all of the rights, powers, obligations and liabilities of Independent Manager, and once admitted as a member, the Special Member of Borrower under the Borrower LLC Agreement and shall take any and all actions and do any and all things necessary or appropriate to the accomplishment of same.

(b)

(c)

[SIGNATURE ON FOLLOWING PAGE]

MIAMI 2567269.1 7249634763

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Independent Manager as of this ___ day __________, 2011.

Sign Name: Print Name: __________________________ Address: ________________________ ________________________ ________________________ Phone: ________________________ Facsimile: ________________________ E-mail: ________________________

MIAMI 2567269.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM RIGG LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS

CHATHAM RIGG LEASECO LLC

FIRST NAME CITY ADDL INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

WELLS FARGO BANK, N.A., AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road
4. This FINANCING STATEMENT covers the following collateral:

Horsham

PA

19044

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Delaware Secretary of State/ CMSC 2007-C1 /72496.34763 (BH)

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM RIGG LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 DELAWARE SECRETARY OF STATE Debtors:

CHATHAM RIGG LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIGG LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006, given by KPA RIGG LLC ("Original Borrower") and KPA RIGG LESSEE LLC, together for the benefit of Capmark Bank ("Original Lender"), encumbering the Property, recorded October 6, 2006 as Document No. 2006000665751 in the Official Records of Orange County, California, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Chatham RIGG LLC ("Borrower") and Chatham RIGG Leaseco LLC ("Lessee," together with Borrower, "Grantor") does hereby grant, bargain, sell, pledge, assign, warrant, transfer and convey unto Secured Party and its successors and assigns forever, in trust, with power of sale, all of Grantor's right, title and interest in and to certain land in Orange County, California, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; and all of Borrower and Lessee's right, title and interest as lessor and lessee, respectively, in and to the Operating Lease (as defined below) and the leasehold estate created thereunder and upon the Loan, together with all credits, deposits, options, privileges and rights of Lessee, as lessee thereunder (the Land and the leasehold estate created pursuant to the Operating Lease, together with all of the following described property, collectively, the "Property"):

COLLATERAL TO FOLLOW

Operating Lease shall mean that certain Lease Agreement between Borrower, as lessor, and Lessee, as lessee, dated _______________, 2011.

EXHIBIT A TO UCC-1 DELAWARE SECRETARY OF STATE Debtors:

CHATHAM RIGG LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIGG LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
LEGAL DESCRIPTION

Secured Party:

MIAMI 2570055.1 7249634763

UCC FINANCING STATEMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (1a or 1b) do not abbreviate or combine names
1a. ORGANIZATIONS NAME

OR 1b. INDIVIDUALS LAST NAME

1c. MAILING ADDRESS

CHATHAM RIGG LLC

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

50 Cocoanut Row, Suite 216

1d. SEE INSTRUCTIONS ADDL INFO RE ORGANIZATION DEBTOR

Palm Beach Delaware

FL

33480

USA
None

1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION

1g. ORGANIZATIONAL I.D.#, if any

LLC

2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATIONS NAME

OR 2b. INDIVIDUALS LAST NAME

2c. MAILING ADDRESS 2d. SEE INSTRUCTIONS

CHATHAM RIGG LEASECO LLC

FIRST NAME CITY ADDL INFO RE ORGANIZATION DEBTOR 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

2g. ORGANIZATIONAL I.D.#, if any

None

3. SECURED PARTYS NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only one secured party name (3a or 3b)
3a. ORGANIZATIONS NAME

OR 3b. INDIVIDUALS LAST NAME

3c. MAILING ADDRESS

WELLS FARGO BANK, N.A., AS TRUSTEE

FIRST NAME CITY MIDDLE NAME STATE POSTAL CODE SUFFIX COUNTRY

c/o Berkadia Commercial Mortgage, LLC CMBS Special Request 118 Welsh Road
4. This FINANCING STATEMENT covers the following collateral:

Horsham

PA

19044

USA

All of the collateral described in the attached Schedule A to UCC-1 Financing Statement located at the real property described in the attached Exhibit A.

5. ALTERNATIVE DESIGNATION [if applicable]: 6.

LESSEE/LESSOR

CONSIGNEE/CONSIGNOR

BAILEE/BAILOR

SELLER/BUYER

AG. LIEN

NON-UCC FILING

This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL 7.Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. Attach Addendum [if applicable] [ADDITIONAL FEE] [optional]

All Debtors

Debtor 1

Debtor 2

8. OPTIONAL FILER REFERENCE DATA

Orange County, CA/ CMSC 2007-C1 /72496.34763 (BH)

UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)

UCC FINANCING STATEMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. NAME OF FIRST DEBTOR (1a or 1b) ON RELATED FINANCING STATEMENT
9a ORGANIZATIONS NAME

OR

CHATHAM RIGG LLC

9b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME, SUFFIX

10. MISCELLANEOUS

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME insert only one debtor name (11a or 11b) do not abbreviate or combine names
11a. ORGANIZATIONS NAME

OR

11b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

11c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

11d. SEE INSTRUCTIONS

ADDL INFO RE 11e. TYPE OF ORGANIZATION 11f. JURISDICTION OF ORGANIZATION ORGANIZATION DEBTOR

11g. ORGANIZATIONAL I.D.#, if any

None

12.

ADDITIONAL SECURED PARTYS or

12a. ORGANIZATIONS NAME

ASSIGNOR S/PS NAME insert only one name (12a or 12b)

OR

12b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

12c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

13. This FINANCING STATEMENT covers

collateral, or is filed as a 14. Description of real estate:

timber to be cut or

as extracted

16. Additional collateral description:

fixture filing.

See Exhibit A attached hereto and incorporated herein by reference

15. Name and address of a RECORD OWNER of above-described real estate (if Debtor does not have a record interest):

17. Check only if applicable and check only one box. Debtor is a Trust or Trustee acting with respect to property held in trust or 18. Check only if applicable and check only one box. Debtor is a TRANSMITTING UTILITY Filed in connection with a Manufactured-Home Transaction effective 30 years Filed in connection with a Public-Finance Transaction effective 30 years

Decedents Estate

UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/22/02)

SCHEDULE A TO UCC-1 OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA Debtors:

CHATHAM RIGG LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIGG LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1

Secured Party:

This UCC-1 Financing Statement is filed in connection with the assumption by Debtor of the obligations under that certain Deed of Trust, Leasehold Deed of Trust, Assignment of Leases and Profits, Security Agreement and Fixture Filing dated as of October 4, 2006, given by KPA RIGG LLC ("Original Borrower") and KPA RIGG LESSEE LLC, together for the benefit of Capmark Bank ("Original Lender"), encumbering the Property, recorded October 6, 2006 as Document No. 2006000665751 in the Official Records of Orange County, California, as assigned to Secured Party (the "Deed of Trust"). Capitalized terms not otherwise defined below shall have that meaning ascribed to them in the Deed of Trust. Chatham RIGG LLC ("Borrower") and Chatham RIGG Leaseco LLC ("Lessee," together with Borrower, "Grantor") does hereby grant, bargain, sell, pledge, assign, warrant, transfer and convey unto Secured Party and its successors and assigns forever, in trust, with power of sale, all of Grantor's right, title and interest in and to certain land in Orange County, California, more particularly described in Exhibit A attached hereto and made a part hereof, the "Land"; and all of Borrower and Lessee's right, title and interest as lessor and lessee, respectively, in and to the Operating Lease (as defined below) and the leasehold estate created thereunder and upon the Loan, together with all credits, deposits, options, privileges and rights of Lessee, as lessee thereunder (the Land and the leasehold estate created pursuant to the Operating Lease, together with all of the following described property, collectively, the "Property"):

COLLATERAL TO FOLLOW

Operating Lease shall mean that certain Lease Agreement between Borrower, as lessor, and Lessee, as lessee, dated _______________, 2011.

EXHIBIT A TO UCC-1 OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA Debtors:

CHATHAM RIGG LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND CHATHAM RIGG LEASECO LLC, A DELAWARE LIMITED LIABILITY COMPANY WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-C1
LEGAL DESCRIPTION

Secured Party:

MIAMI 2569873.1 7249634763

UCC FINANCING STATEMENT AMENDMENT

FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGEMENT TO: (Name and Address)

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1a. INITIAL FINANCING STATEMENT FILE # 1b.

2006000665754
2. 3. 4.

RECORDED 10/6/2006

This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the REAL ESTATE RECORDS.

TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement. CONTINUATION: Effectiveness of the Financing Statement identified above with respect to security interest(s) of the Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law.

ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9.
Debtor or Secured Party of record. Check only one of these two boxes.
DELETE name: Give record name to be deleted in item 6a or 6b. ADD name: Complete item 7a or 7b, and also item 7c; also complete items 7d-7g (if applicable). Also check one of the following three boxes and provide appropriate information in items 6 and/or 7. CHANGE name and/or address: Give current record name in item 6a or 6b; also give new name (if name change) in item 7a or 7b and/or new address (if address change) in item 7c.

5. AMENDMENT (PARTY INFORMATION): This Amendment affects

6. CURRENT RECORD INFORMATION:

6a. ORGANIZATIONS NAME OR

KPA RIGG LLC

6b. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX

7. CHANGED (NEW) OR ADDED INFORMATION:

7a. ORGANIZATIONS NAME OR

7b. INDIVIDUALS LAST NAME

FIRST NAME

MIDDLE NAME

SUFFIX

7c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

ADDL INFO RE ORGANIZATION DEBTOR

7e. TYPE OF ORGANIZATION

7f. JURISDICTION OF ORGANIZATION

7g. ORGANIZATIONAL ID#, if any NONE

8. AMENDMENT (COLLATERAL CHANGE): check only one box.

Describe collateral deleted or added, or give entire restated collateral description, or describe collateral assigned.

9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here
9a. ORGANIZATIONS NAME OR

and enter name of DEBTOR authorizing this Amendment.

WELLS FARGO BANK, N.A., AS TRUSTEE

9b. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX

10. OPTIONAL FILER REFERENCE DATA

Orange County, CA / Innkeepers / CSMC 2007-C1 / 34763

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) CALIFORNIA (REV. 01/01/08)

UCC FINANCING STATEMENT AMENDMENT ADDENDUM

FOLLOW INSTRUCTIONS (front and back) CAREFULLY 11. INITIAL FINANCING STATEMENT FILE # (same as item 1a on Amendment form)

2006000665754
12a. ORGANIZATION'S NAME

RECORDED 10/6/2006

12. NAME OF PARTY AUTHORIZING THIS AMENDMENT (same as item 9 on Amendment form)

WELLS FARGO BANK, N.A., AS TRUSTEE

OR
12b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME,SUFFIX

13. Use this space for additional information

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

FILING OFFICE COPY NATIONAL UCC FINANCING STATEMENT AMENDMENT ADDENDUM (FORM UCC3Ad) (REV. 07/29/98)