***

“Muhammad Ali Identification Elements” means the name, image, likeness, distinctive appearance, gestures and mannerisms, voice, signature, handwriting, sobriquet, persona, biography, and life story of Muhammad Ali.

***

Article 2

GRANT OF RIGHTS

Section 2.01 Lodging Property License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, an exclusive, worldwide license to use the Licensor Owned IP in connection with the design, construction, operation, advertising and promotion of Muhammad Ali-themed hotels and retreat centers (“Muhammad Ali-themed Lodging Property(ies)”), which may include any of the following:

(a) restaurants, food carts, food kiosks, snack bars and non-alcoholic beverage bars (“Food and Beverage Outlet(s)”), some or all of which may, at Licensee’s election, be Muhammad Ali-themed or otherwise incorporate the Licensor Owned IP into the name, design, overall appearance, and/or menu items of the Food and Beverage Outlets or elements thereof (“Muhammad Ali-themed Food and Beverage Outlet(s)”) subject to Section 2.02;

(b) retail and merchandise outlets (“Retail Store(s)”), some or all of which may, at Licensee’s election, be Muhammad Ali-themed or otherwise incorporate the Licensor Owned IP into the name, design, and overall appearance of the Retail Stores or elements thereof (“Muhammad Ali-themed Retail Store(s)”);

(c) entertainment attractions including shows, stage productions, concerts, comedy specials, and sporting events (“Entertainment Attraction(s)”), some of which may incorporate the Licensor Owned IP and/or be Muhammad Ali-themed, provided that they are authorized and/or licensed by Licensor and approved by Licensor prior to exploitation at the applicable Muhammad Ali Property in accordance with Section 10.07 (“Authorized Muhammad Ali-themed Entertainment Attractions”); and

(d) subject to Article 10, Muhammad Ali Experiences authorized and/or licensed by Licensor.

Section 2.02 Food Outlet License.

(a) If during the Term of this Agreement, Licensee desires to design, construct, operate and promote a Muhammad Ali-themed Food and Beverage Outlet, Licensee shall notify Licensor, and Licensor shall use reasonable best efforts to obtain all necessary consents required from any third parties who may have rights with respect to the operation of a Muhammad Ali-themed Food and Beverage Outlet, including rights of first refusal and first negotiation, provided that Licensor is not guaranteeing under this Agreement that it will acquire the necessary consents.

(b) If during the Term, Licensor is able to acquire all necessary consents to grant Licensee the right to design, construct, operate and promote a Muhammad Ali-themed Food and Beverage Outlet, such right granted to Licensee shall be subject to the terms and conditions of this Agreement and shall be non-exclusive in nature, provided that all Muhammad Ali-themed Food and Beverage Outlets outside of any Muhammad Ali Property shall be at least fifteen (15) miles from any Muhammad Ali-themed Food and Beverage Outlet operated or licensed by Licensor, provided, further, that Licensee shall have the right to operate a Muhammad Ali-themed Food and Beverage Outlet within such fifteen (15) mile range (including in the same city and/or metropolitan area) where the applicable demographics will, in the reasonable business judgment of Licensor and Licensee, support additional Muhammad Ali-themed Food and Beverage Outlets and where the operation of such Muhammad Ali-themed Food and Beverage Outlet is unlikely to (i) cause customer confusion, result in brand conflict, or result in a weakening of the Licensor Owned IP, or (ii) materially and adversely impact the business of the existing Muhammad Ali-themed Food and Beverage Outlet. For purposes of clarification, Licensee may build and operate a Muhammad Ali-themed Food and Beverage Outlet, but, except as permitted under this Agreement at a Muhammad Ali Property, Licensee may not use the Licensor Owned IP outside any Muhammad Ali Property in a non- Muhammad Ali-themed restaurant (e.g., a boxing or sports-themed restaurant) or license to any third party the right to use Licensor Owned IP to design, construct, operate and promote a restaurant outside any Muhammad Ali Property co-branded with third party intellectual property (e.g., a Muhammad Ali-themed room at any ESPN Zone);

Section 2.03 Merchandise License. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee, a nonexclusive, worldwide license to use the Licensor Owned IP in connection with the design, manufacture, sale, and promotion, solely at any Muhammad Ali Property, for consumer sales only (i.e., not wholesale sales), of retail merchandise based on the particular Muhammad Ali Property, and all packaging and promotional materials in respect thereof (“Muhammad Ali Property-themed Merchandise”), which Muhammad Ali Property-themed Merchandise may only be sold at the applicable Muhammad Ali Property and on the Website related to the applicable Muhammad Ali Property (or by Licensor pursuant to Section 11.12). All Muhammad Ali Property-themed Merchandise shall be readily identifiable as relating to a particular Muhammad Ali Property (e.g., a Muhammad Ali hotel t-shirt).

Section 2.04 Merchandise Selection. Throughout the Term of this Agreement, Licensor and Licensee shall work together in good faith in deciding the types of articles of Muhammad Ali Property-themed Merchandise that Licensee may manufacture, sell, and market at each Muhammad Ali Property hereunder, provided that Licensor shall have final approval over all types and categories of Muhammad Ali Property-themed Merchandise that may be sold by Licensee. Notwithstanding the foregoing, Licensee shall have, at a minimum, the right to manufacture, sell, and market the types of articles set forth on Exhibit C hereto and any additional types of articles agreed to by the parties during the Term of this Agreement. Licensor agrees to act in good faith in determining the additional types of articles that may be manufactured, sold, and marketed by Licensee during the Term of this Agreement. Licensee acknowledges that Licensor is a party to certain exclusive license agreements that may restrict Licensor’s ability to permit Licensee to manufacture certain types of articles of Muhammad Ali Property-themed Merchandise not included on Exhibit C, or sell such items at certain price points. During the Term hereof, Licensor shall not enter into any agreement that would further restrict the rights of Licensee to manufacture and sell Muhammad Ali Property-themed Merchandise that has been previously approved for sale by Licensee. For the avoidance of doubt, other than rights granted to a third party manufacturer pursuant to Section 11.09, Licensee may not sublicense any merchandise rights to any third party.

Section 2.05 No Personal Services of Muhammad Ali. It is agreed between the parties that no personal services are required of Muhammad Ali in connection with this Agreement. Licensee shall not contact or enter into any agreements (including promotional agreements, appearance agreements and consulting agreements) with Muhammad Ali without Licensor’s prior written consent, such consent to be at Licensor’s sole discretion.
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OPERATING AGREEMENT (this “Agreement”) of IHR INVEST HOSPITALITY HOLDINGS, LLC the “Company”), dated as of September ___, 2007, by and among HOTEL INVEST DEUCE MM, LLC, a Delaware limited liability company, having an address at 280 Park Avenue, New York, New York 10017, as managing member (the “III Manager” or the “Managing Member”), and HOTEL INVEST DEUCE LP, LLC, a Delaware limited liability company, having an address at 280 Park Avenue, New York, New York 10017 (the “III Non-Managing Member”) and INTERSTATE INVEST, LLC, a Delaware limited liability company, having an address at 4501 North Fairfax Drive, Suite 500, Arlington, Virginia 22203 (the “Partner Non-Managing Member”), as non-managing members (the III Non-Managing Member and the Partner Non-Managing Member are, collectively, the “Non-Managing Members”). (The Managing Member and the Non-Managing Members are sometimes herein collectively referred to as the “Members”).

***

“Business Plan” shall mean the business plan adopted by the Managing Member from time to time for the operation and management of Company Property, including, without limitation, the capital budget, and the operating budget for the operation of the Company Property for the next calendar year, any proposed franchise agreement, any promotional and advertising materials relating to the Company Property, the acquisition, lease, financing, restructuring or disposition of any asset of the Company and/or any Project Entity, and the Company’s compliance with the terms of each contract and agreement binding upon the Company and/or any Project Entity (a copy of the initial Business Plan is annexed hereto and made a part hereof as Exhibit “2”).
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This Agreement is made this 31 day of May, 2006 (the “Effective Date”) by and among Wynn Las Vegas, LLC (“Wynn”), Lupa International Inc. (“Lupa”), Productions du Dragon, S.A. (“Dragon”) and Franco Dragone, to which intervenes Calitri Services and Licensing Limited Liability Company (“Calitri”).

RECITALS

On October 31, 2002, Calitri and Wynn entered into that certain Licence Agreement (as amended to the date hereof, the “License Agreement”) pursuant to which Calitri licensed to Wynn, on an exclusive basis, the necessary rights to produce and present live performance of the Le Reve Show (the “Show”) and to create, manufacture, produce, sell and distribute derivative products and merchandising and to produce, distribute and sell publications relating to the Show, all as provided in the License Agreement;

As of the date of execution of this Agreement, (i) the License Agreement and all associated rights and obligations have been transferred and assigned by Calitri to Lupa and (ii) all of the rights transferred, assigned and sold mentioned in Sections 2.a hereof are owned by Lupa;

On October 31, 2002, Dragon and Wynn entered into that certain Production Services Agreement (as amended to the date hereof, the “Production Services Agreement”) pursuant to which Dragon agreed to provide certain services as defined in the Production Services Agreement, on the terms set forth in the Production Services Agreement. The License Agreement and the Production Services Agreement may hereafter be collectively referred to as the “Dragon Agreements”.

Wynn wishes to upgrade/enhance/change the Show.

The parties have agreed to terminate the License Agreement and the Production Services Agreement on the terms set forth in this Agreement.

***

3. On-Going Services. Dragon agrees that through January 31, 2007, Dragon and Lupa shall continue to provide to Wynn all services currently provided by Dragon and Lupa including but not limited to those services listed on Schedule A attached hereto on the same payment basis as in effect on the date hereof. Dragon and Lupa shall also receive ongoing compensation equal to the royalty payment and profit sharing referred to under the Dragon Agreements calculated in the manner as of the date hereof (i.e. the modified fee calculation agreed upon by the parties in May

2005). The parties agree that all provisions of the Dragon Agreements relating to such compensation including those in connection with the examination of books and records and budgetary approvals are hereby incorporated herein and will be deemed applicable and enforceable between the parties until January 31, 2007. For the avoidance of doubt, Dragon, Lupa and Franco Dragone shall have no obligation to provide any services in connection with modifications made to the Show; provided however, Dragon and Lupa and Franco Dragone agree to assist Wynn with maintaining the visa statuses and other immigration requirements of the artists through the current expiration dates of the such visas and not take any action adverse to the visa statuses of the artists.
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FOR THE

LODGE AND SPA AT CORDILLERA

BETWEEN

COLORADO HOTEL OPERATOR, INC.,
a Delaware corporation

AND

ROCKRESORTS INTERNATIONAL, LLC,
a Delaware Limited Liability company

May 1, 2005

[THIS AGREEMENT IS NOT TO BE RECORDED IN REAL ESTATE RECORDS]

——————————————————————————–

MANAGEMENT AGREEMENT

This Management Agreement (“Agreement”) is entered into as of May 1, 2005 by and between ROCKRESORTS INTERNATIONAL, LLC, a Delaware limited liability company (“Operator”), and COLORADO HOTEL OPERATOR, INC., a Delaware corporation (“Lessee”). Operator and Lessee are referred to collectively herein as the “Parties” and individually as a “Party.”

RECITALS

A. Lessee is the lessee under that certain Master Lease dated as of December, 2003 between Cordillera Lodge & Spa, LLC, a Delaware Limited Liability Company (“Landlord”) and Lessee(1), pertaining to the land and improvements (“Real Property”), which includes the Hotel and related facilities and the real property on which such facilities are located, in Edwards, Colorado and commonly known as the “Lodge and Spa at Cordillera” (the “Hotel”). For purposes of this Agreement, “Hotel” shall also include (1) “The Grouse on the Green” restaurant property, (2) the approximately 1700 square foot commercial condominium property located adjacent to the base of the Strawberry Park lift in the Beaver Creek ski area (“Strawberry Park Facility”), (3) certain guest playing/tee time rights on golf courses inside the Cordillera residential community, and (4) the property commonly referred to as the “Carriage House” building; provided that, Operator acknowledges and agrees that (a) Fee Owner may subdivide the Real Property during the term of this Agreement and (b) a portion of the currently undeveloped Real Property may be used for residential or other purposes and removed from the definition of “Real Property” and excluded from the area managed by Operator under this Agreement in the sole discretion of Lessee and/or Landlord and without the consent or approval of Operator. The legal description of the initial Real Property is attached hereto as Exhibit “A”. The items set forth in subclauses (2) and (3) above are shared between the Hotel and additional residential units to be constructed on the site of the Hotel, and are therefore not exclusive to the Hotel.

B. Lessee desires to engage Operator and Operator desires to be engaged, as manager of the Hotel, pursuant to the terms and conditions set forth in this Agreement.

***

ARTICLE 2

GENERAL MANAGEMENT AND OPERATIONS

2.1 General Management Services. Subject to the provisions of this Agreement, Lessee hereby engages Operator to supervise and direct the management, operation, and promotion of the Hotel during the term of this Agreement, and Operator hereby accepts such engagement.

2.2 Authority and Duty of Operator. From and after the Effective Date and subject to the provisions of this Agreement and the availability of sufficient funds, Operator shall have the exclusive authority and duty to direct, supervise, manage, and operate the Hotel on a day-to-day basis in an efficient and economical manner and shall use commercially reasonable efforts to manage the Hotel in accordance with the terms and conditions of this Agreement, the Operating Standard and in a manner consistent with the goals of (i) protecting and preserving the assets that comprise the Hotel; and (ii) maximizing Cash Flow Before Incentive Fees from the Hotel’s operation. Without limiting the generality of the foregoing, Operator shall have the authority and duty, consistent with the limitations set forth in this Agreement, including, but not limited to the limitations set forth in the Operating Plan and Budget, as Operator deems necessary or advisable for the proper operation and maintenance of the Hotel in accordance with the Operating Standard, and Operator agrees that it shall:

2.2.1 determine all personnel policies relating to the Hotel, including: (i) policies relating to terms and conditions of employment, selection, training, compensation, bonuses, employee benefits, discipline, discharge, and replacement; provided, however that no employee compensation package shall include a provision for food, lodging or housing in the Hotel without the prior written consent of Lessee with the exception of relocation packages per established Operator policy (which is approved by Lessee in advance); and (ii) policies relating to the exercise by any person or organization of rights under the National Labor Relations Act or any applicable labor laws in relation to the Hotel, provided that, Operator shall not enter into any union organization or recognition agreement or contract regarding any collective bargaining agreement or multi-employer plan without the prior consent of Lessee.
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This Development Agreement (“Agreement”) is made to be effective as of the 10th day of May, 2007, by and between BEHRINGER HARVARD CORDILLERA, LLC, a Delaware limited liability company (“Owner”), and TP CORDILLERA LLC, a Delaware limited liability company (“Developer”), as follows:

ARTICLE 1

PURPOSE

A. Owner is the owner of certain property in Eagle County, Colorado commonly known as The Lodge and Spa at Cordillera located on the land (the “Land”) described in Exhibit A attached hereto and made a part hereof, which property is currently comprised of a 56 room lodge, approximately 20,000 square feet of spa/fitness center space, approximately 3000 square feet of meeting/banquet space, 2 restaurants and a ski in/ski out condo at the Strawberry Park Beaver Creek lift (the “Buildings”).

B. Developer and Owner desire to enter into this Agreement to provide the terms and conditions upon which Owner will retain Developer to renovate the Buildings and related improvements (the “Project”) located on the Land (herein defined).

NOW THEREFORE, for and in consideration of the premises, the mutual promises and agreements set forth herein and Ten and No/100 Dollars ($10.00) and other good and valuable consideration, in hand paid, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

ARTICLE 2

APPOINTMENT AND DEVELOPMENT

Section 2.1 Appointment of Developer as Developer. Owner hereby appoints Developer as its independent contractor to perform, and delegates to Developer the right and obligation to supervise, manage and carry out, on behalf and for the account of Owner, all planning, development and construction management services for the Project on the Land, as required by, and subject to, the terms and conditions of this Agreement, as well as the preparation of the Final Development Plan, Final Development Budget and Final Project Schedule (as each such term is defined below) and all items related thereto.

Section 2.2 Acceptance by Developer. Developer accepts such appointment and agrees to perform such services on behalf of and for the account of Owner as required by, and subject to, the terms and conditions of this Agreement, and agrees to perform such additional duties and responsibilities as are customarily and reasonably within the scope of such services and are reasonably designated from time to time by Owner. Developer agrees to use commercially reasonable efforts in the performance of its duties hereunder, which performance in all respects and at all times shall be carried out to the same extent and with the same degree of care and quality as the Developer would exercise in the conduct of its own affairs if the Developer were the owner of the Project. Developer agrees to apply prudent and reasonable business practices in the performance of its duties hereunder and shall exercise that degree of skill, competence, quality and professional care rendered by the leading and most reputable companies performing the same or similar type services for first-class quality hotel and spa projects in the Vail, Colorado area. Developer will not subcontract any of its services to any other entity or person without first obtaining Owner’s prior written consent. Subject to the other provisions of this Agreement, Developer, on behalf of Owner, shall manage and coordinate the development of the Project in accordance with the Final Development Plan, Final Development Budget and Final Project Schedule (as each such term is defined below) in a good and workmanlike manner and in accordance with the standards of professional care applicable to such services.
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THIS AGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTS (this “Agreement”) is made this 29th day of May, 2007 (the “Effective Date”), by and between CIMS LIMITED PARTNERSHIP, an Illinois limited partnership (“Seller”), and DND HOTEL JV PTE LTD, a company formed under the laws of Singapore (“Purchaser”).

RECITALS:

A. Seller owns all of the membership interests in Seller Mezz II; Seller Mezz II owns all of the membership interests in Seller Mezz I; Seller Mezz I owns all of the membership interests in Owner; and Owner owns the fee interest in the Land, the improvements and buildings on the Land and related amenities, commonly referred to as the Intercontinental Chicago (the “Hotel”).

B. Seller desires to sell, and Purchaser desires to purchase, the Purchaser Prorata Share of the Membership Interests (as hereinafter defined) upon and subject to the terms and conditions hereinafter set forth.

AGREEMENTS:

NOW, THEREFORE, in consideration of the representations, warranties, agreements, covenants, and conditions contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I

DEFINITIONS AND REFERENCES

1.01 Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

Accountants: Shall have the meaning given such term in Section 7.06.

Account Cash: The balances of all cash and securities and other instruments held by Owner, Operating Lessee or by Manager for the benefit of Owner, Operating Lessee or the Property (including but not limited to any sums held in reserve by Owner’s lenders) and deposited, held, or contained in any account, bank, or vault, except for Cash-On-Hand and Deposits.

Accounts Payable: Shall mean all accounts payable with regard to the Hotel prior to the Cut-Off Time.

Accounts Receivable: All accounts receivable with regard to the Hotel as of the Cut-off Time whether or not a bill or statement has been presented to the person owing such amount except for amounts owing by guests that are in occupancy at the Cut-off Time and amounts owing relating to functions which are in progress as of the Cut-off Time.
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THIS LIQUOR MANAGEMENT AND EMPLOYEE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the 2nd day of February, 2007 (“Effective Date”) by and between HRHH Hotel/Casino, LLC, a Delaware limited liability company (“Owner”), and Hard Rock Hotel, Inc., a Nevada corporation (“Operator”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Index of Terms attached hereto.

RECITALS

A. Owner is the owner of those certain premises located at 4455 Paradise Road, Las Vegas, Nevada 89109 (the “Property”), including, without limitation, the resort hotel casino and other improvements located thereon more commonly known as the Hard Rock Hotel & Casino (the “Hotel Casino”);

B. Operator is experienced in operating, directing, managing and supervising bars, bar personnel and liquor sales at hotel casino properties, and Operator holds, or as of the Effective Date will hold, the Approvals (as defined below) necessary for Operator to conduct the Liquor Operations (as defined below);

C. Owner desires to engage certain employees of Operator to provide services in connection with the day-to-day operations of the Hotel Casino (excluding operations of the gaming and casino related facilities located therein), and Operator desires to provide its employees to Owner for such purposes, on the terms and conditions set forth herein; and

D. Owner desires to engage Operator with respect to conducting the Liquor Operations, and Operator desires to assume such operation, direction, management and supervision of the Liquor Operation, in accordance with the agreements, obligations and covenants as more particularly described herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the foregoing recitals are true and correct and as follows:

1. ENGAGEMENT OF OPERATOR; TERM.

1.1 Engagement of Operator. Owner hereby engages Operator to act as the exclusive operator of the Liquor Operations during the Term (as defined below), with exclusive responsibility and full control and discretion in the operation, direction, management and supervision of the Liquor Operations, and Operator hereby agrees to be so engaged by Owner, subject to the agreements, terms and conditions contained herein.
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This PURCHASE CONTRACT (this “Contract”) is made and entered into as of December 27, 2007, by and between COUNTRY CLUB EXTENDED STAY SUITES, L.L.C., a Missouri limited liability company, RILEY EXTENDED STAY SUITES, L.L.C., a Kansas limited liability company, WESTFORD INN, L.L.C., a Delaware limited liability company, WESTFORD HOTELS, LLC, a Massachusetts limited liability company, and RILEY HOTEL SUITES, L.L.C., a Kansas limited liability company (individually, a “Seller”, and collectively, the “Sellers”), with a principal office at c/o True North Hotel Group, Inc. (“TNHG”), 500 Commerce Plaza I, 7300 West 110th Street, Suite 990, Overland Park, Kansas 66210, and APPLE EIGHT HOSPITALITY OWNERSHIP, INC., a Virginia corporation, with its principal office at 814 East Main Street, Richmond, Virginia 23219, or its affiliates or assigns (“Buyer”).

RECITALS

A. Sellers are the fee simple owners of those certain five (5) hotel properties (each, a “Hotel”, and collectively, the “Hotels”) identified on Exhibit A attached hereto and incorporated herein by reference.

B. Buyer is desirous of purchasing the Hotels from Sellers, and Sellers are desirous of selling the Hotels to Buyer, for the purchase price and upon terms and conditions hereinafter set forth.

AGREEMENT:

NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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THIS AGREEMENT is made and entered into effective as of the day of , 2007 (“Effective Date”), between Marriott International, Inc., a Delaware corporation (“Franchisor”), and Apple Eight Hospitality Management, Inc., a Virginia corporation (“Franchisee”).

WITNESSETH:

WHEREAS, Franchisor has developed and owns a concept and system (“System”) for the establishment and operation of moderately-priced hotels under the names “Courtyard” and “Courtyard by Marriott,” which offer guests exceptional quality and service; all references herein to the “System” shall be to the Courtyard by Marriott System in the United States and Canada;

WHEREAS, the distinguishing characteristics of the System, all of which may be changed, improved or further developed by Franchisor, include, without limitation:

1. the trade names, trademarks and service marks “Courtyard,” “Courtyard by Marriott,” “Courtyard Club” and such other trade names, trademarks and service marks as are now or as may hereafter be designated by Franchisor in writing as part of the System (“Proprietary Marks”);

2. design & construction criteria documents for Courtyard by Marriott hotels;

3. high standards of cleanliness, quality and service as prescribed in the Manual (as defined in Section XI hereof);

4. management training;

5. advertising, marketing and promotional programs;

6. the Courtyard by Marriott Reservation System; and

7. the Courtyard by Marriott Property Management System.

WHEREAS, BRR Harrisonburg, LLC (“Existing Franchisee”) and Franchisor are parties to a Courtyard by Marriott franchise agreement (“Existing Franchise Agreement”) for the operation of the Hotel (defined below);

WHEREAS, pursuant to that certain Purchase Contract, dated as of September 4, 2007, between Existing Franchisee and certain of its affiliates and Apple Eight Hospitality Ownership, Inc., a Virginia corporation (“Owner”), Owner has purchased the Hotel (as defined herein) from Existing Franchisee (the “Hotel Purchase Transaction”);

WHEREAS, Existing Franchisee desires to terminate the Existing Franchise Agreement in connection with the consummation of the Hotel Purchase Transaction;

WHEREAS, Franchisor has agreed to terminate the Existing Franchise Agreement on the terms and conditions set forth in a Termination Agreement and Release between Existing Franchisee and Franchisor (the “Termination Agreement”);
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